Learn To Fly
by Arryire
Summary: The world is split into two realms - the mortal and the spirit. In this world demons attack humans and the winged protect them. When Levy gets shoved headfirst into the spirit realm, she will have to adjust her whole way of living and learn to deal with a moody dragon winged Gajeel. AU vaguely based on the manga plot.
1. Chapter 1

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 1**

"The world around us consists of two independent yet intertwined realms, the mortal and the spirit. The mortal realm (also referred to the 'real world') is the human realm, where people will spend their lives until they die and are reborn again. In this continuous cycle, people are allowed to thrive, pursue their own personal goals and live their lives as they choose. The spirit realm is a magical realm in which creatures of mythical nature reside, while mortals can only interact with the mortal realm these creatures have the ability to interact with both realms.

While not inherently magical, human souls can accumulate magical energy from the spirit realm within themselves and 'break free' of the reincarnation cycle in the mortal realm and enter the spirit one. This magical energy requires a strong soul to hold it, such souls normally have a defining characteristic – something that defines their very soul this could be almost anything; be it strength, bravery, intellect or simply a strong belief in something. The magical energy absorbed feeds on this characteristic and amplifies it when brought to the spirit realm.

Despite the differences in characteristic the magical energy gained will always take the form of wings on the human granting not only flight but the ability to control said magical energy. As these wings are a reflection of an individual's soul; no two will have the exact same appearance, but the magic they can harness might be identical, for example, two souls may have control of fire magic but have unique appearances and traits. Through natural observation (and for lack of a more intelligently sounding name) humans who have gained wings and traversed into the spirit realm are called 'winged' or 'winged ones'.

However, not all winged gain this power with good intentions. We call individuals who have been consumed by darkness and gained power through evil deeds, Demons. Such traits as selfishness, malice and deceitfulness also attract magical power – as such we must always remember magic is neither good nor evil; it is those who use it who are. Fortunately, such evil beings are clearly marked by black wings and black eyes with red irises. Compared to the winged a demons survival requires them to constantly quest for power and continuously consume magical energy.

As such demons are renowned for hunting humans in the mortal realm. Particularly they target humans with the potential to become winged; they take the energy for themselves by absorbing their magic and through this process are granted greater power. Consequently said human's soul is then lost - never to be reborn in the mortal realm or enter the spirit world. History dictates this was the norm of our world some ages ago. For centuries humans lived in fear of vastly powerful demons who slaughtered without mercy consuming without limit. Although the winged existed and fought against the demons to protect humankind; they were vastly outnumbered and outclassed.

Legend says that when humans faced extinction and the winged could fight no longer, an angel-winged soul was brought to the spirit realm to rectify the world. Said soul held unimaginable power and had a heart which was as pure as it could be - they alone defeated legions of demons and sealed a large portion of demon energy in an alternate dimension behind a locked gateway. The key to which has been lost over the years – for good reason it would seem.

As a result of the battle, the winged became the dominant force in the spirit realm we see today. Under the 'angel winged one' they vowed to become guardians for the two planes, to prevent another rise of darkness. For the world to be in balance demons would always exist but now, with their strength restricted they no longer posed the same threat to the world. In the aftermath two main laws were put into place, to keep the balance:

 **No winged would interfere with the mortal matters of the mortal realm**

 **The winged will do all they can to protect the humans from demons**

A spell was cast so humans would forget the winged and the demons and never would see such beings in the mortal realm; allowing them to continue without fear of what had been and without witnessing further conflict. Before too long groups of winged formed guilds and assigned them to protect the surrounding areas and the human settlements within them. As the winged grew in number and the humans flourished under their new protection, the spirit realm flooded with magic; from which, creatures such as fairies, nymphs, yetis and drag-"

"DRAGONS! What does it say, Luce!" A pink mob of hair blocked Lucy's face from the book she was rather enjoying up to about five seconds ago.

"Hmph! Natsu I can't read with your head in the way!" Lucy growled clearly irritated. She really shouldn't be surprised; this was a regular occurrence with Natsu in regarded to anything to do with dragons, food or fighting. He seemed to direct all focus and willpower, the minute any one of them was a viable prospect. However, for as annoying as it was, Lucy did find it kind of endearing how passionate the man was.

Lucy sighed and stretched her long wings; they had a reasonable wingspan and a huge arc giving them the shape of a near crescent moon lying on its side. The deep dark blue pinpricked with a million stars was contained on their surface; the soft glow they gave off illuminated the dusty basement and its treasure trove of lost things. As she turned to where Natsu was now crouched, she gave another breathy sigh. He had hoarded book from her hands to the basement corner and was staring at it intensely. As she stood up she saw his fire-red wings softly rustle clearly agitated at the mention of dragons. Despite his interest in the book, Lucy wasn't convinced he was reading, his eyes weren't moving and if looks could create fire, the book would be ashes by now.

"Quit it!" She panicked and snatched the book out of the man's hands in a desperate bid to rescue it. For good measure, Lucy left a reasonable dent in the side of Natsu's skull with said book.

"Ow! Luce! What the hell?!" The pink haired man turned to now pout at his partner only to find she'd rapidly escaped out of the trapdoor to the basement they were in. Not one to be left behind Natsu swiftly followed his draconic wings flared as he escaped the decrepit house they had been exploring. He took to the sky, large wings held wide.

"We got to get back to the guild" Lucy called hearing a certain someone's grumbling a mile away – she knew he wasn't that mad anyway. "I'll read more of the book when we get there and see what I can find out about these dragons," She cheerfully added hoping to sweeten his mood a bit.

"OK!" He immediately perked up at the thought; with a powerful flap of his wings Natsu overtook Lucy and flashed a bright white fanged smile

"Last one there buys dinner!" He challenged and raced off.

Dumbstruck, Lucy rapidly regained composure and darted forward, "H-Hey Wait! Natsu! I can't afford to feed you again this week!"


	2. Chapter 2

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 2**

Elsewhere another pair of dragon-like wings flexed. The wingspan alone distinguished the owner from Natsu – never mind the metallic black colouring or the small iron studs littered across the edges in between 3 razor sharp metal spikes, evenly spaced along the top of each wing. Gajeel sighed as he rolled his shoulders; his foes lay fallen at his feet, as he turned they began to disappear into dust slowing dispersing into the air.

"Weaklings." Gajeel huffed; demon hunting just didn't give him the same thrill anymore, there was just no challenge in hunting down three new demons barely formed. They didn't even have any control over their magic and Gajeel barely had to resort to any of his more advanced moves deciding to fist-fight his way to victory. As he turned away he came face to face with a large white-winged ebony cat that hovered close by; sword and guard up.

"Well that took no time at all" Panther Lilly muttered as he lowered his buster sword and looked around in slight disbelief.

"Hmph can say that again" Gajeel replied, Lilly, noted how disappointed the iron dragon looked - this had been the third mission in a row which had been 'too easy' by the man's standards. Granted anything that didn't leave him in a hospital was too easy so Lilly wasn't going to complain.

"I'll have to have a few rounds with Salamander if I'm gonna get a proper workout, Gihi" Gajeel suddenly grinned to himself, the prospects of a decent fight putting him in a terrifyingly good mood. Lilly simply sighed; of course, he wouldn't stay down for long, the Exceed allowed his body to shift into his smaller form and began drifting in the direction of home.

"Let's go then; Mira promised there would be a new delivery of kiwi today." Both Lilly and Gajeel took to the sky and in the direction of home. It wasn't long before the two soon entered a friendly, but by no means gentle, race to see who would make it to the guild first. Taking advantage of the changing air currents Lilly gained a small lead, using his more flexible body to move with the air, but it was a trivial thing to the wings of a dragon. Strong muscles contracted, shooting Gajeel forward and in front of an unhappy Lilly.

Before the Exceed could attempt a comeback the race was over with Gajeel crashing through the guild's main door, narrowly avoiding a collision with several other guild members, before landing rather roughly in the middle of the hall. Lilly floated by soon after, humoured by the fact no-one had even batted an eyelash; this was Fairy Tail after all, it took more than an almost-crash landing to cause a scene.

The place was rowdy as ever; people were talking, drinking, flying, brawling and everything in between. As Gajeel dusted himself off and made his way to the bar, he noted the fire dragon slayer being lectured by a pissed off Erza – clad in her standard (or casual? Gajeel wasn't sure) armour. Her wings were a combination of various sword-like feathers sharp and poised for any unfortunate soul who wandered too close. They were flared out in anger as she scolded Natsu for yet more damage done to the building. Only when he saw her pointing to the ceiling did Gajeel notice the gaping hole in the roof from where Salamander had decided to nosedive into the guild. He grimaced; Natsu would be too busy fixing that under Titania's watchful glare to have any kind of brawl with him – not that that had stopped him before.

Gajeel ordered his usual drink from the bar and watched as Mira turned to grab a glass. As soon as she turned her back, Gajeel heard the tell-tale noise of Salamander and the Ice Princess trash-talking - in front of Titania no less, earning yet another metal-clad scolding from the woman.

"Dumb-ass'" Gajeel sneered. He briefly considered **not** perusing his goal of kicking their collective asses. Two on one would definitely give him the challenge that he desired. But with Erza's continuous surveillance it was more likely he would get _his_ ass kicked for causing a fight. In spite of this, the itch for a good brawl outweighed any common sense he had. Slamming back his drink and Gajeel began to make its way towards the heated argument still occurring between the three winged ones.

Lilly continued to sit happily munching on kiwi and chatting to the ever smiling demon-winged barmaid Mira, their conversation had inevitably turned into a gossip session about the occurrences that had occurred while he had been away. He interrupted briefly to question where he partner was storming off to; upon realising it was to his inevitable doom Lilly merely continued his pleasant conversation with Mira. One day the man might learn not to pick a fight but today was clearly not that day.

However before Gajeel could even make it half of the way there, a low cough caught his sensitive ears. A swift glance at the end of the bar showed an apparently sleeping Makarov, crossed legged on the bar top and a large wooden staff in hand. The guild master was a short elderly fellow, and while his bee-like wings and sleepy posture may fool some people; Gajeel, unfortunately, knew better. With an overdramatic sigh, he redirected himself to sit on the closest barstool to the snoozing master and waited for what he knew would be a day-ruining conversation.

After a brief moment Makarov apparently 'woke up' and smiled at the scowling man, impervious to his moody temper "How'd the mission go?" He innocently asked.

"Too easy, they didn't stand a chance, Gihi" Gajeel allowed himself to grin back at the master before his gaze darkened. "Cut the crap old man, what's happening now?" Gajeel's gaze moved upward and focused on the ceiling, something big was coming he could feel it in the air.

"I was hoping you could answer that for me." Makarov paused and looked up alongside the iron dragon; the hole Natsu had conveniently provided allowed them to see the gradually darkening sky. Blue's mixed with orange as the sun began to set - sadly such beauty was lost on the two men who spoke of more sinister things.

"The council have reported a huge surge in demon sightings, but few attacks – it's like he's being picky about who they go after." He continued, keeping his voice low in an attempt to not to draw too much attention.

A moment of silence passed as Gajeel offered no input to the master's statement. As Makarov realised Gajeel was actually refusing to speak on the subject in their current environment, he decided they should move to his office where they could discuss more freely. As they slipped out of the guild hall Makarov noticed a few of the more nosy members taking a keen interest in their movements. 'No wonder Gajeel elected to stay quiet' Makarov mused, appreciating the man's consideration, this was not a matter for his family; yet.

As they both entered a small but cosy looking office, the master repositioned himself cross-legged on his desk, while Gajeel leant against the far wall deep in thought. After a long pause, Gajeel spoke up. "Jose hasn't contacted me in a long time. Last I heard he wanted me to 'build up trust' while he attempted to plot with Hades and Ivan" Gajeel said while Makarov let out a sigh in response.

"I imagine he will want an update soon" Gajeel added, almost reluctantly.

"He will know that we know about his movements, he isn't exactly subtle" He resisted the urge to groan in despair. The master felt helpless; there must be something they were missing. "What about the demon dimension?" This had to be their end goal, Makarov was certain, demons craved power and that was the biggest source of it. As an added plus Jose had always been vying for the attention of the larger more powerful demons; what better way to get it?

"Nothin' so far" Gajeel replied, equally frustrated at the lack of information. "Sorry old man – they've been limiting contact, might be getting suspicious" Gajeel offered a rare look of sympathy – he knew the stakes here, a lot of humans/winged could get hurt if they failed to stop whatever they were plotting.

"Can't say I'm surprised, demons aren't known for their trust and companionship." The pair sat again in silence before the master spoke up again "I'm sending you to where most of the sighting have occurred – let Jose know we've given you a patrol area for a few months as a sign of trust, maybe he'll get you involved in whatever they are searching for." Makarov nodded to himself

"Is this an actual sign of trust?" Gajeel ventured, his hands sure as hell weren't clean but this was the second chance that could save him from the edge. So what if he was a little hopeful?

"I've trusted you from the start, brat. Forgiven, however…" Makarov's voice faded, the threat clear as the wrinkles in his skin.

"Whadda 'bout Lilly?" Gajeel asked, slightly uncomfortable with the death glare coming his way. Saying that he was also concerned for his cat's safety – sure the badass feline could easily take care of himself, but he wasn't about to go get him mixed up with something he shouldn't be involved in.

"Take him if you wish; you can split up the area observe more of it while giving him the space to get out should things turn hairy. He would be a useful messenger as well." At Makarov's reply, the tension was gone but not forgotten. Gajeel grunted in response and turned to leave; somewhat disappointed that his brawl would have to wait. As he prepared to leave Makarov spoke once more. "Gajeel… Take care; things are going to get harder." The old man was staring upwards now deep in thought when he heard the door close. "Damn brat…" He muttered to himself.

Gajeel took a moment outside the office door – he looked down at his fellow guild member's and felt a slight pang of guilt (yes the big bad iron dragon felt guilt). The feeling did not last long, now was the time to do some right, not sit in self-pity. Deciding not to waste time he stormed past the bar grabbing Lilly by the scruff of his neck before further storming out the main door. Along the way Gajeel spied an opportunity for a bit of tension release, slamming Natsu's face into the plate of flaming chicken he was gorging on (He probably deserved it, Gajeel justified). Laughing as Natsu screamed threats to his backside; Gajeel spread his wings and headed home.

The Exceed; clearly unhappy at being treated like a ragdoll, struggled out of Gajeel's vice like grip to fly alongside him. "Mind telling me what the rush was? I was rather enjoying my kiwi juice." Panther Lilly huffed; annoyed their break was cut short.

"New mission, we're going on a month long patrol" Gajeel replied rather bluntly his facial expression giving nothing away to the flying cat.

"Any more detail?" Lilly ventured as Gajeel landed on the rocky outcrop of their home, Lilly followed closely behind as they entered the cave watching him with every predatory instinct he had as Gajeel stuffed extra clothes into a duffel bag dumping it by the entrance to their humble abode (or as Lilly likes to call it their 'scrapyard')

"None you need to know. Be back later." Gajeel left without a second thought leaving Lilly to himself. Panther Lilly stared after him for a while before walking to his "bedroom".

Their home was a large cave in a cliff side which overlooked a valley. The cave itself was loosely divided into typical rooms, while the door was a gaping hole; Gajeel conjured a metal sheet to cover it during the cold night. Currently, it was currently left open due to the summer winds keeping the place plenty warm and no demon was stupid enough to come wandering into "dragon's lair" as Gajeel liked to put it. Said 'lair' was basically an open plan flat, they had a functioning kitchen, bathroom and lighting courtesy of the magic of course. Gajeel's bed lay at the back of the cave and was an unruly mess surrounded by several piles of scrap metal which he claimed were 'sorted'; although by what Lilly would never know. Fortunately, it was relatively contained around his space – many an argument between dragon and Exceed led to an understanding of sorts in regards to his excessive hoarding.

Lilly's smaller bed; which lay to the left side of the cave, however, was pristine; his few belongings were kept on either the side shelf or the set of draws nearby. All kept in a military standard condition of course. When it was clear Gajeel would be longer than an hour, Lilly decided to make sure they were prepared for their patrol. Grabbing a few pairs of spare shorts, he proceeded to re-sort the bag folding everything and ensuring they would have everything they would need; Gajeel never was one for proper planning.

The little Exceed wasn't stupid; he knew Gajeel was working on something for the master. He didn't know what or why but that was to be expected. Gajeel wasn't going to involve him if he didn't need to be involved. The Exceed let out a sigh as he zipped up the bag. "I've got a bad feeling," he muttered to the open room.

Gajeel sat on the cliff edge above their cave, overlooking the valley. He tried to be patient, but with nothing but the wind to keep his company, it didn't take long before he felt antsy. He was thankful for the quiet evening to a degree, the warm air helped calm him and made it easier to focus on the task at hand - he had a part to play after all. A slightly flicker to his right told him it was show time, turning towards a holographic image as it began to form Gajeel maintained a stoic front. After a few seconds, a clear thought projection of a tall slim man in a rather jester-like get up appeared; thin black bat-like wings sprouted from his back.

"Ah, Gajeel wonderful to see you!" Jose grinned as his dark eyes gleamed demonically; his red pupils studying the man in front of him. Gajeel felt the hairs on his neck stand on end, instinct shouting that something was wrong; clearly, something had put this guy in a good mood.

Gajeel grunted in response, waiting for whatever instructions the malicious man had for him.

"Chatty as always..." Jose's face fell slightly at Gajeel's lack of enthusiasm, still, he wasn't deterred. "Well, I won't waste your time. I'm sure Makarov as spotted our movements." His lips curled back to form a cruel grin. "Tell me… what are his next steps?" He practically purred like a rattlesnake before it struck you down.

Gajeel weighed up the form in front of him for a moment, Jose must have discovered something; he was grinning like Mira when she had blackmail and a reason to use it against you. "The Fairies are all in a panic. They're spreading themselves thin trying to find what you're looking for." Few white lies were sure to stroke the demons ego after all the feeling of being powerful was all they craved. "I'm going on patrol where the sightings have been, been told to find out what's going on" Gajeel continued – he grinned evilly as he spoke. Oh, he knew how well he played the part of the villain.

"Really? All on your own? He must really trust you!" The man grinned chuckling Gajeel practically heard the glee in the madman's voice. "I shall not waste this opportunity; you will cover our tracks keep Makarov from suspecting anything, soon we shall be more powerful than ever!"

Gajeel maintained his stoic appearance; it was time to get some answers. "Found the damn door? The hell you even looking for now, then?" Gajeel said as he tried to look uninterested while keeping his ears sharp.

"Why, the key to it of course!" Jose proudly announced.


	3. Chapter 3

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 3**

Levy jumped.

Again.

And again.

Once again she landed flat on her feet glaring up at the one book hanging dangerously off the edge of the bookshelf, mere metres out her grip.

"Stupid vertically challenged body." She muttered, nevertheless she refused to admit defeat! "Maybe if I…" Levy began to climb the lower bookshelves attempting to get some height, reaching up her fingers grazed the book's corner "Almost… Got… It... YES!" Levy grinned as her hand finally closed around the around the spine of the book. "Oh no." Levy gulped as her body leant backwards, and the whole bookcase along with it.

With a crash and a scream, Levy found herself stuck under a rather heavy bookcase and its collection of fables. "Not again…" she sighed trying to wriggle her way free. (She was ashamed to admit this had been the third time this year this had happened).

"Need a hand?" The voice broke Levy from her desperate struggle looking up to see a purpled haired woman staring down at her with a relatively innocent smile on her face.

"Oh! Hi, Laki!" Levy was grateful someone had found her; she didn't want to repeat the hour she was stuck last time. "If you wouldn't mind..." Levy squeaked out clearly embarrassed. Laki merely smiled and proceeded to grabbed both of her arms and began to pull.

"Ahhhh!" Levy cried, feeling like she was being ripped into two even smaller parts. "Laki stop!" Immediately Laki released her grip and toppled backwards as Levy's arms fell with a dull thud.

"Hm, I guess we'll have to alleviate the literacy burden to get you out." Laki looked deep in thought. "Maybe I should try again? It might even make you taller!" The taller woman mused to herself as she rubbed her sore backside. Brushing herself off the floor she gave Levy a somewhat sadistic giggle. "Alternatively, I still have that stretching rack…" She casually mentioned.

Levy nervously sweated, not sure what to make of Laki always bizarre comments. "Thanks, but no thanks Laki. I'm perfectly fine with my body as it is!" Levy searched her brain for anything to distract Laki from pursuing her personal brand of 'friendly torture' on Levy's body. "Why don't you go get some help?" the bluenette suggested and watched as Laki nodded in agreement and ran off in search of help. Levy's toes were beginning to go numb, so she attempted to 'dig herself out' removing nearby books from her body stacking them neatly within arm's length. She cringed internally as she saw the crumpled pages of the books which had fallen open and bent their precious insides; Levy only hoped that the pages didn't have any tears or permanent damage done to them.

Soon enough Laki returned with a stern looking librarian who simply clicked her tongue as she began helping; picking up books from Levy's small frame. Once all the books were safely stacked, the two women lifted the bookcase just enough to allow Levy to crawl free, as she turned she saw the bookcase fall behind her with a heavy thud. Levy profusely apologised for yet again toppling another bookcase, which was swiftly dismissed by the elderly woman.

"I'd say be more careful, but I'd be wasting my last few breaths." She huffed immediately moving away from the fallen shelf. She would have to call the caretakers to put the shelf back up and then spend several hours re-sorting and re-stocking it. Honestly, the whole ordeal was quite that; an ordeal.

Levy felt a pool of guilt form in her stomach; she quietly picked up her intended book and walked towards the checkout desk. Looking at the cover of her newest book quickly raised her spirits. The latest addition to the Midnight Menace series – It was a predictable, stereotypical, but oh so terrifying horror story. Ancient curses, haunted houses filled with ghosts and a group of friends who may or may not survive the dangers in store. Levy loved it; despite the bout of insomnia, it would surely incur as she tended to read into the early hours (not because she was scared!).

Grabbing her bag and bidding the librarian a brief farewell; which was returned with a less than friendly glare, the small bluenette walked out of the building into the warm summer evening towards her flat – if she didn't hurry she'd be walking in the dark which was less than desired. Fortunately, her walk home went without further incident; then again, there was no way Levy could even notice several pairs of dark eyes lingering on her as she went. Sat on a skyscraper, two fledgeling demons discussed the woman as she walked away. Their brief conversation ended in the decision that they had found what they were looking for. Two sets of black wings took off, the plan was in motion.

Levy unlocked her door and flopped straight onto her bed – she couldn't comprehend how she had gotten so tired, but almost being crushed by the thing you love would take an emotional toll on anyone. Speaking of which Levy looked around her flat, well what she could see of it at least. Unexpectedly it was covered in shoulder-high towers of books – fiction, fact, fantasy, horror, mystery, romance for as far as her back wall would allow. It was an ordered chaos, everything was ordered by genre and alphabetized – Levy could tell you every book in every stack and had planned safe paths to get around the flat with a grace that only a bookworm like herself could appreciate. But her little treasure trove held no interest to her right now – the only book for her was already open and in her lap and nothing was going to interrupt her devouring every letter.

Levy considered herself to be intelligent; more so than most people without bragging too much. She spoke three languages fluently and could read another four with little aid; not to mention given the time and resources she could probably translate any other language you threw her way. She even dabbled in writing; occasionally, honestly it was terrible work, but she enjoyed the odd short creative writing session. Almost always she wrote about fantastical adventures she would have in the worlds she had read about; solving riddles, finding treasure and maybe even finding love. The last thought momentarily gave her pause.

"Wouldn't that be nice...?" She mused aloud; her book lay finished to her side. She turned to look at the time she realised something that made her blood run cold. _She was an idiot_. Two cups of coffee and one midnight menace book later she was _wide awake at 3 am_. "I should really know better by now," Levy spoke aloud clearly distressed by the lack of sleep she was going to get. Work started at 8 am sharp whether she wanted it to or not. With a tired yawn, she finally decided to cut her losses and get as much sleep as she could squeeze out of three hours.


	4. Chapter 4

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 4**

"Ya sure Lil?" Gajeel grumbled; he wasn't often he doubted his cat but this just seemed like another dead end.

They had been here a week. A whole freaking week and nothing to show for it! If it hadn't of been for the dozens of demons prowling the place Gajeel would have lost it days ago. The respite of beating the vast majority of demons that crossed is path half to death, (he couldn't wipe them **all** out or Jose might get suspicious), wasn't nearly enough to keep the dragon from getting restless. Luckily for them, Lilly was far more patient and an expert at keeping Gajeel on task, even with his constant reminders that he was 'fucking bored'.

Either way, they had been practically clueless in finding the 'key' Jose was so desperate to find. After a proper mission briefing, Jose had told Gajeel that the key was actually a code on the ancient gateway which, when solved, would grant them access. If you believe the history books it was created by the 'angel winged one' who wiped out most of the demons in the first place. From what Gajeel had heard the guy was a genius, a great tactician who led the winged against the demons bringing about the peace they had today. That also meant the key to the seal was someone who could break the code placed by this guy to open the gateway and unleash all kinds of demonic shit – as Gajeel eloquently put it.

Fortunately for Gajeel, Jose was rather loose-lipped when he was in a good mood. He had told him all about his little spy team which had already determined no existing winged could crack the door; at least not willingly – given the constant battle of good vs. evil and that. So they were searching the mortal world for a human who could. After all, it was much easier to capture human than a fully-fledged winged soul. Of course, no human could interact with the spirit realm so would have to be 'brought over'. Aka murder a poor sucker who _might_ have the right skills for the job and a strong enough soul to form wings. It sure as hell wasn't an exact science, it was basically a crapshoot. They likely killed anyone who could fit the bill, then they hauled them off to Jose if they 'lived' or consumed them if they didn't.

Gajeel eyes hardened, he folded his wings which offered some shielding from the cold as he tried to forget the red in his eyes or his dark scales which were _almost_ black. He was so close to being one of them, yet another killing machine. Gajeel allowed his mind to wonder back to the years when the murder was just the way of his world. They'd tell him to go 'recruit' new demons; he was more than happy to comply even if most of his targets didn't survive to become demons – they just became fuel for his power and he became a stronger weapon for Jose. It was safe to say that he was good at it and through his reputation, many people knew not to fuck around with Black Steel 'Kurogane' Gajeel – he was basically a rock star of the demon world.

"Based on the information at our disposal, I'd say she's worth keeping an eye on." The cat replied; breaking Gajeel out of his darkening thoughts.

When Gajeel had gotten back from his meeting with Jose, he told Lilly everything, excluding a few details about the plan. Gajeel elected to say nothing about _how_ he got the information, choosing to let the Exceed make his own assumptions. Just in case the worst should happen (his cat ain't taking the rap for his fuck-up). Using the information provided, Lilly had promptly narrowed their search criteria based on whatever facts they could gather.

They would need someone intelligent, probably an academic or a teacher. Also, they would need to be strong; perhaps not physically, but strong enough to form wings when they die. Fortunately for them, demons had a sixth sense for that kind of thing - follow the demons find the key. Still, going on that alone hadn't really helped; fortunately, Makarov had enlisted help.

The master had also decided to tell a select few of the guild members about the demons (but not Gajeel's role as a double agent) in order to aid Gajeel on his task. Natsu and his team had been sent to protect people they suspected of being targets and Cana had been busy using her magic to derive anything about the key or the target's location.

The legendary drunkard had beautiful long butterfly wings, with swallowtail ends and covered in a colourful pattern which was mimicked on the back of her tarot cards. Said cards had been used to pinpoint the location of 'Jose's strongest desire' as Cana had put it. That had led them to the library east of Magnolia (well within Jose's current search radius, both a good and bad sign). Further delving into the divination arts Cana had been able to find one other hint; the colour blue.

Gajeel grumbled again to himself, it wasn't exactly the groundbreaking clue they needed. Blue could mean anything! The guy they were after could have blue boxers for all they knew! Gajeel looked back towards the block of flats they were scoping out.

"I didn't think it would be actually literal..." Gajeel grumbled. This girl stood out like a sore thumb, it was a true wonder that she hadn't been found yet. Then again…

"You realise this short-stack just dropped a bookshelf on her head right? I wouldn't call that a smart move." Gajeel snickered.

Lilly smirked back – he had a point. "Look through her window though" The Exceed replied.

"I can't! Damn woman has built a book fort – if I didn't know any better I'd say she's part dragon with that level of hoarding! Gihihi" Gajeel nearly broke into full laughter at the thought of a book dragon, made out of paper and everything.

"My point exactly, you can't have that many books and not have some level of respectable intellect. I think it's a safe bet to say she's a potential target – even you can't deny the magic potential coming off her soul" Gajeel refocused, the cat was right ( the damn cat was always right.) So now they had tracked down one blue haired bookworm. The problem now was what next?

"So what? We gotta babysit her ass? Make sure she doesn't kick the bucket for the next 70 years?" Gajeel knew this girl wasn't going to be safe for much longer; he had seen the demons following her disappear into the night. She was going to be swarmed by every demon and its damned brother seeking fame and favour from the 'Great Jose'.

"I would hope not" Lilly gently chuckled at his clearly upset partner; the idea of protecting this woman for years also wasn't his idea of a good time. "We should report back to the guild and get some kind of permanent protection put in place for her and the others we've found. Perhaps Freed's runes could be used?"

Gajeel stared intently at the apartment block where the shortest woman he'd ever laid eyes on had happily entered. No concerns, just living her life like everyone else. With a grunt, he stood and stretched his wings. "Go now then; I ain't looking after the shrimp for longer than needed" Gajeel jumped to the roof of the apartment block and made himself comfortable on a nearby wall. He had no doubt that a swarm of demons would be on the way soon; least he might get that workout his muscles were craving.

The Exceed gave an amused sigh and began to head towards the guild "Try not to get yourself killed" he yelled back as he picked up speed.

"Shaddup and go ya damn cat!" Gajeel yelled in response, placing his hands behind his head he allowed his eyes too close while his ears and nose remained on high alert – nothing is getting past this dragon.

* * *

Cana stared at the cards in disbelief; she knew the cards didn't lie. That didn't stop her from repeating the reading three more times.

"Interesting…" She mumbled to herself

"What's got you in deep thought?" Macao made his way to his favourite drinking buddy still staring at the cards. His wings flickered lightly as the purple fire they contained wavered. He sat down nearby, casually checking out Cana's drinking barrel. "Your barrel is still full!"

"Just a job for the master; helping Gajeel find something..." She mentioned absentmindedly, she reached down and picked up one of the cards.

"Oh? What did ol' metal face lose?" Macao was vaguely interested now; new gossip was always welcome in the guild.

"I need to talk to Mira!" Cana was gone before Macao could blink; he looked at the card Cana was holding and got even more confused when he saw 'The Lovers'.


	5. Chapter 5

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 5**

It took about two hours before Gajeel smelt them and another half an hour before he saw them. In the distance looked to be about five sets of wings heading his way. Lilly would almost be back at the guild by now; he had time, but he would have to be cautious. The last thing he needed was his cover being blown.

The demons slowed moving carefully after seeing Gajeel on the roof. Standing firm with his arms crossed, looking intimidating as all hell and then some. One brave soul landed in front of him and gave a curt nod to the rest to hang back, which they did without any hesitation. No demon was going to take a hit for another.

Gajeel quirked a studded brow at what he assumed was the leader of the group; a silent demand to know 'what the fuck they were doing there'.

"Greetings Kurogane." The leader formally greeted with the respect that the man in front of him demanded; maintaining eye contact with the iron dragon slayer despite the fact it was clear the demon was scared. Gajeel growled in response. Good. This would be much easier if they feared him.

"Get outta here, before I beat you outta here." The threat made the demon flinch, his lacking demeanour cracking even more. Gajeel kept his glare as hard as his element, his impressive wings opened just enough to show he was bigger, better and stronger. It worked. The lesser demon faltered completely.

"We have orders!" He blurted out. "There's someone of interest to Master Jose! We're here to take them!" His voice sounds pathetic, desperately already trying to justify himself in front of Gajeel. The dragon couldn't believe the amateur group before him, surely Jose would send better minions than this lot.

"Don't care. Leave." Gajeel wasted no words, he was certain now that this group wasn't Jose's main force – this was a group hoping to earn a favour or two by getting here first.

While their leader looked ready to run, the four behind him had already formed a plan of attack. Betting on their numerical advantage they planned to take Gajeel by surprise while he was intimidating their front runner. As they darted forward in a pincer attack from both sides their plan seemed to of worked. However Gajeel was ready, his wings coated in iron scales blocked all four attacks. His eyes never left the leader, but a sadistic grin grew on his face.

The fight or flight instinct kicked in and the leader darted forward hoping to land a hit; safe to say that the hope lasted all of a microsecond. Gajeel's hand caught his fist absorbing all impact and all hope. With the grin developed in full force, Gajeel span round knocking the four back before throwing the fifth back with them, as he came back around to face them Gajeel resumed his initial stance.

"Don't make me repeat myself, you're barely a snack." The words came with a snarl, his wings were fully flared out, fangs bared and piercing eyes locked on the enemy. He looked more demonic then the devil. When they didn't immediately hightail it out of his sight, Gajeel let out an inhuman roar. That was the final nail in the coffin as five sets wings took off. The roar died slowly into the night and was replaced by a slow, sarcastic clap.

"A dragon's roar is worse than the bite, Non?" A sickly thick French accent echoed on the roof, Gajeel cringed. So Jose had sent the big guns.

"Sol," Gajeel stated as he looked at the Frenchman who had appeared on the roof, or rather through the roof. The man was two-thirds formed out of the floor, he wore his usual brown suit his wings connected his arms to his back, similar to a gliding squirrel, and were a much darker shade compared to the rest of the man.

"Monsieur Sol!" The green haired wacko corrected him. God how this man irritated Gajeel.

"Yea, yea. Get lost." Gajeel turned his back on the member of Jose's elite force – the Element 4; unfortunately, the Earthman simply phased through the roof, reappearing in front of Gajeel.

"Non, Non, Non! Three non's and I have a job to do, as do you." Sol quipped; clearly, he wasn't going to be as easy to scare off.

"Gah! My job is to gain the trust of the fairies, if I let you waltz around killing humans they ain't gonna trust me now are they!?" Gajeel really hated this guy; he used words he didn't understand, and never stayed in one place.

"Hm? But if I capture the cible, you would be free to come back to Phantom Lord, Non?" Sol was now grinning. "Perhaps Gajeel-sama has grown soft with the fairies; you seem to be dragging out your mission a lot, hm?" Gajeel grit his teeth, no not now, he couldn't be found out now.

Gajeel relaxed and sighed, he gave his best-fanged grin and looked back at Sol. "Fuck off; like I could hang around that bunch of weaklings permanently." Gajeel scoffed. "Besides if it weren't for me there master would have winged all over this place. Cause, you noticed the fairies are patrolling far away from your precious key here." He motioned to the building below them; truth was that it was complete coincidence that the other patrols were elsewhere. He just hoped his bluff worked.

"Oh?" Sol paused for a moment taking in Gajeel before grinning manically. "Master Jose was right! The fairies are stupid, tres bon!" Gajeel released the breath he didn't know he was holding and grinned back. "But." Sol continued while Gajeel kept his face straight "I still need to retrieve the cible, non?" Damnit the demon was right; Gajeel racked his brain to keep the human away from Sol. The man was cruel and wouldn't hesitate to take her out tonight, probably in a rather painful way too.

"I'll do it, I'll make it look like an accident then you can drag the soul to Jose." He proposed trying to end the conversation as quickly as possible. Gajeel much preferred a fight with his fights; this verbal dance was quickly wearing on him.

After a quick consideration, Sol clapped his hands together happily; "Very well! I shall tell Jose! Bonsoir!" Sol immediately disappeared into the ground leaving a rather confused looking Gajeel in his wake.

Almost as fast as he was gone; Sol was back, startling Gajeel. Couldn't this man just fuck off! "Oh, and Gajeel-sama? Ivan looks forward to your return." The animosity in the man's voice was not wasted on Gajeel, as he watched for the second time the man sink into the concrete and to who knows where.

Gajeel tried to ignore the words, but they held more weight than he was comfortable with over him – He didn't know much about Ivan, or Hades for that matter, only that this was all connected to the two largest demons known. Though to what end goal, he couldn't tell. Feeling deflated, Gajeel tried to relax.

Again he wished he could have just beaten the man senseless at least he'd feel better; as it stood Gajeel felt he had settled for a tie when he knew he should be tasting victory. The man wasn't one of moping in any case; Gajeel scanned the sky for any more attacks and caught sight of Panther Lilly as he returned. How the time had passed so quickly Gajeel had no idea. Gajeel somewhat panicked for a moment as Sol could still be lurking in the walls; waiting for Gajeel to slip up and give away vital information.

"Still standing I see?" Lilly greeted the dragon slayer, ignorant to the danger words had currently.

"Yea vanquished a few demons that came prowling. Don't think they will be attacking tonight. We should get some rest." Gajeel hoped the Exceed would pick up on the blunt reply to stop the conversation; they couldn't risk Sol reporting back their plans for protecting the humans they were targeting. Fortunately, Lilly could read Gajeel better than anyone and just nod in agreement. The two leant up against the convenient wall on the roof and settled in for an uncomfortable night.


	6. Chapter 6

I own nothing, feedback is appreciated, enjoy!

* * *

 **Chapter 6**

Levy hadn't slept at all; she constantly tossed and turned, unable to get comfortable or to stop her brain churning. How she loathed these nights where all she could do was get to know the inner workings of her brain on a way to personal level. She checked her clock for the millionth time in the last half hour and decided she might as well get herself ready for the day. Manoeuvring her way through her book-maze she found her bathroom and promptly locked herself in – at least one advantage of getting ready early is she got to have a long relaxing bath.

The day was just about to break when Gajeel woke up, feeling stiff as he stood from his slouched sleeping position. He worked the kinks out of his shoulders and spine before doing the same with his wings; folding them back from his body and out to the sides before allowing them to fold in naturally.

Nearby Panther Lilly had woken with him and was also doing some stretches in both of his forms. He pulled his arms and twisted from side to side; the only noise between the two of them was the clicking and popping of joints. Still without a word they simultaneously took off from the roof to the open sky, further exercising their stiff muscles. Once they had climbed to a good height above the flat block Lilly spoke, deciding it was time to get some answers about his partner's behaviour. "I get you can't go into details, but I'm certain more happened when I left last night." The statement was held between the two men, between anyone else the silence might be uncomfortable, but Lilly knew this was the most effective way to talk to the iron dragon slayer.

Gajeel just grunted in response, earning a mildly irritated sigh from Lilly. He waited patiently for the man to reply, watching as Gajeel scanned the area quite intensely. Once he was convinced he could not see/hear/smell anyone nearby he responded properly. "They came like I said; I persuaded them to fuck off for now but…" His voice trailed off as he tried to think of a way to explain the events that followed.

Lilly kept quiet; there was no use in pushing the dragon slayer into talking, he was made of metal after all and could be cold and stubborn like it. Gajeel waited a few more moments before finishing his sentence. "Basically we have some time, but let's just say there is some shit comin' our way."

Lilly considered the man in front of him for a while, Gajeel was avoiding eye contact which was odd for a man who normally charged head first into anything. Something had him on edge, and you don't push a man on the edge. Dropping the topic, for now, Lilly continued the conversation "Well, in any case, it'll be a few days before we can head back. Master wants us to stay put." Lilly explained how he had managed to get in contact with Freed to begin a rune trap across the city. But such a large task required time; they would need to defend the targets until it was complete.

"Fan-fucking-tastic." Gajeel understood but hated it none the less. Now they had to trail some shrimp around and protect her from something she couldn't even see all while trying to prevent Sol from figuring out what really was going on, lucky him. As if on cue they saw the unmistakable mop of blue exited the building dressed in bright orange and begin walking down the street.

"At least she's easy to spot" Lilly grinned, trying to lift the man's dull spirits.

"What is she, half a rainbow or somethin'?" Gajeel just looked confused by the clash of colours, never before had he seen someone so bright. And he had been around Natsu who was practically on fire all the time!

"Says Mr 'dark and stormy.'" Lilly was wearing a true shit eating grin now, as he motioned up and down Gajeel's scowling form.

Gajeel considered his own outfit for a while. So what? He only had black hair, black shoes, black top and cloak, a black cat… OK. Gajeel saw his point. Least his pants were a light colour though!

"C'mon before the demons take her dumbass from under our noses" Gajeel dove down ignoring a cackling Lilly who was way too amused for his liking.

Levy turned down her work's street and checked behind her one more time; she really couldn't shake the feeling that someone was following her. But just like every morning when she left home, the streets were quiet and no-one was in sight, except for a few shop owners setting up for trading. She decided her brain must still be buzzing from all the caffeine she'd had, clearing the doubt from her mind she walked into a grand building and up to the fourth floor.

"Good morning Levy!" Levy was greeted by a rather portly fellow, who happened to be Levy's boss Mr Kodo. Levy offered a wide grin in reply as she unloaded her bag at her desk, Mr Kodo was now leant against a nearby wall with a cup of coffee in hand. "You're here early. Late night reading session?" He winked knowingly, causing Levy to look increasingly embarrassed.

"I got a new book, you know how it is." She sheepishly replied, Mr Kodo just laughed in response before making his way back to his own office.

"Well I hope you're not too tired, we got that book contract last night! The author made their decision to translate it into four additional languages. He gave us six months to get the job done. We're going to need everyone on it!" He called just as he entered his office; Levy couldn't help but perk up at such a job. She loved seeing an author's new work; this one was a fantasy novel which piqued Levy's interest, unfortunately, it was riding on the back of the current supernatural trend stories were going through; she remained hopeful that with such a big translation job it wouldn't be a writer looking for a cash-grab and be worthy addition to her growing collection. This was one of the big perks of the job; seeing new books and translating them into other languages so it could be shared across the world gave Levy a great sense of achievement.

As her fellow co-workers trickled into the building, Levy set about reading her chapter of the book to translate. It was hard work, constant rewrites where she checked the grammar and spelling of each translated sentence making sure the meaning of the story was never lost. By the time it was midday she had put a decent dent in her first few pages. Fortunately, Levy was given the beginning chapter of the book; the story had intrigued her and Levy had jotted down the book title deciding to see if she could find a full copy in town after work.

The day was now in full swing and the office was becoming quite stuffy; deciding to take advantage of the summer air Levy took a long break, walking to a small bakery down the road for her lunch. The fresh air did wonders for her sleep deprived body. Upon arriving at the bakery and nearly drooling on the floor at the sight of the fresh cakes on display; the bluenette picked out her food before walking back towards her building. The atmosphere made her feel so full of energy she was practically skipping down the street swinging her bag of treats; looking like little red riding hood off to visit her grandmother. Levy just couldn't help herself, she was so entranced by the world around her, that she wasn't paying attention to what was right in front of her.

It honestly happened so quickly, if you had blinked you'd have missed it, but to Levy, it was like someone put her life in slow motion. She didn't remember stepping out into the road or hearing a car nearby. She definitely saw it now though, and if the screeching brakes were anything to go by; she was about to wish she had noticed it much earlier. Caught like a deer in the headlights, she watched as the speeding car tried desperately to stop in time. She couldn't get out of the way; her feet were rooted to the pavement refusing to move. Her mind screamed to run but her body just wouldn't respond.

Levy had closed her eyes on instinct when she felt the impact, except it didn't hit her front like she was expecting. It came from her back like she had been grabbed and thrown back to the safety of the curb. The vomit inducing throb in the back of her head suggested her head had taken a good bashing along the way. Levy tried to open her eyes to find her vision was blurred. She also heard voices but her ears were full of cotton wool and they sounded like disjointed mumbles, all she could do was blink wildly trying to get her wits about her.

"Miss? Miss?! Oh my God! Are you ok?" A clearly distressed woman was hovering over Levy trying to get any kind of response out of the small woman. A crowd had quickly formed, with people trying to find out what the commotion was. Levy finally was able to focus enough to get a clear view of now the many faces surrounding her, all of them expressing their concern for her health. Hidden near the back of the crowd, was one face Levy couldn't look away from.

The man was huge (probably appearing more so, seeing as she was on the floor) both in height and muscular bulk. In the shining sun, he appeared to sparkle until Levy noticed his face was coated in metal studs arranged symmetrically along his nose and eyebrows. None of that mattered though because Levy was captivated by two ruby red eyes, boring into her own with an expression of 'what the fuck are you looking at?'. Levy wanted to give the man a piece of her mind, defend herself against such a judgmental glare. But once again she was dumbstruck when she noticed the enormous black wings sprouting from the man's back. Her mind couldn't process it, her face turned to one of panic and the crowd around her followed – looking for the source of the woman's distress.

One person had called an ambulance and soon the sound of sirens filled the street, along with a dozen voices trying to calm an increasingly hysteric Levy. She started hyperventilating pointing and demanding why no-one was alarmed by the studded man with the freakin' wings! Trying to convey to somebody; anybody, that this man was here. No one even took notice though, when they turned to see what she was pointing at they looked through the man and back to her with a worried look. "She must have a concussion. Poor dear, she did take a nasty fall." One voice concluded as they continued to try and relax Levy, fearing she may go into shock.

Levy just couldn't grasp the situation; so many sights and sounds were engulfing her eyes and ears she felt like she couldn't trust anything in the world around her. Still, she continued to look at the studded man looming above her; his face had now turned to one of mild shock as his studded brows were raised and his mouth slightly agape. It was the last sight of the man she saw before the paramedics were on her asking her a multitude of questions and trying to coax her into the ambulance and to the hospital. Levy tried to explain about the winged man again, except when she turned to point at where he was, she saw nothing but an empty space. The paramedics were now severely concerned and all but dragged Levy off the ground and into the ambulance. Once secure, Levy's mind was so overwhelmed by the impact and what she had seen that she quickly succumbed to sleep.


	7. Chapter 7

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 7**

Gajeel flew above the ambulance, following it to the hospital. Landing nearby he watched as they unloaded the blue-haired woman (now on a stretcher) and began to poke and prod her looking for any signs of injury. Following closely through the building after the bluenette, he found himself in the room where she had been left to recover. Gajeel opened the window in the room when he was sure no-one would see it move and waited. After several hours, Lilly had caught up with Gajeel, flying through the open window and clearly annoyed at being left alone on top of a building for several hours with no word or warning; but quickly diverted his temper to concern when he saw their ward. She was in a hospital bed fast asleep, with a sterile white bandage wrapped around her head for good measure.

The two winged stood in the room still watching over her, Lilly noted Gajeel's intense stare at the woman's small form. Once again Lilly was in the dark about the situation, he only hoped Gajeel would be more forthcoming with answers this time. "What happened back there Gajeel?" He tentatively asked.

Gajeel raked a large hand through his thick mane and groaned. "Damn short-stack ran out in front of a car; I yanked her out of the way." The pair had been guarding the building Levy had entered that morning, they say guarding but the whole morning had been completely uneventful. They opted to fill their time with light sparring; practising a variety of punches and kicks – when they noticed she was leaving in the early afternoon. Gajeel elected to follow her while Lil' stayed behind only to join Gajeel later if problems arose. It was pretty calm so Gajeel just walked behind the bouncing blue bundle of joy as she headed back. With nothing better to do Gajeel just watched her, he wasn't gonna complain the view wasn't half-bad (he might even go as far as to say attractive), what he was going to complain about, was the actual ray of sunshine this shrimp was emitting. Seriously how was she so fucking happy, all she had was food! This girl was his near opposite, filled with colour and optimism; he couldn't help but feel a pang of jealousy that level of happiness never seemed to reach him.

Regardless he kept an eye on her, while she clearly wasn't paying attention to her surrounding he sure as hell was. Gajeel had watched as the stupid woman walked out in front of a car. Reflexes kicked in and before he could think his hand was grabbing the back of her dress, yanking her back, none too gracefully, as the car skidded to a stop over the spot where she had just been standing. Gajeel had let her drop to the ground, releasing his grip; a sickening crack was heard has her head hit the pavement. Shit. He crouched over her and confirmed she was still alive and breathing before backing away and letting the humans fix this mess.

He had been standing at the back of the growing crowd completely invisible to their nosey asses as they fussed over the girl. He honestly thought she was fine, there was no blood, she just needed to brush it off and carry on, but that clearly wasn't an option with this number of people trying to help. Gajeel considered watching from a nearby rooftop to get away from them when he caught the now conscious bluenette staring right at him. Eye's locked as he glared back, primal instincts kicking in as he tried to look intimidating, an invisible battle of will occurring before an unsuspecting crowd. She didn't back down, eyes equally intense; that is until her gaze flicked sideways and caught sight of his wings. Shit hit the fan then, and she descended into a panicked frenzy pointing at him trying to get the crowd to see what she clearly could.

That was all the confirmation he needed. "I think she can see us now, Lil'. Gave me a pretty solid glare." Gajeel stood still, staring at the sleeping bluenette.

"You're sure?" Lilly watched as Gajeel replied with a sharp nod. "Got some guts staring you down heh." A ghost of a smile graced both of their faces before Lilly thought about the actual effects of the situation. "Maybe we shouldn't be here then? It would be quite the shock to see both of us after such an event." Lilly honestly didn't know what to do now, if the human could see winged it was a safe bet that she could see demons. Perhaps they should wait until the woman was in a more familiar environment before gently introducing themselves. They would have to try and explain everything to her in a calm and collected manner to prevent her from panicking, then perhaps they could advise her on how to stay safe until the barrier was constructed. The Exceed, pleased with his devised plan, turned to share it with Gajeel; only to see the brazen man poking the sleeping woman aggressively in her cheek.

"OI! Get up!" Gajeel said rather loudly, rousing a worn out Levy from her much needed sleep.

Similar to their first encounter Levy couldn't make much sense of the space around her, unable to fully recall what had happened to her in the last few hours. When her active conscience finally kicked in, her first thought was that her head bloody hurt, her second was that she was definitely not in her bed and her third was the man with wings that she was sure she had dreamed up was now looming over her with a rather annoyed look on his face.

Levy began to scream. Gajeel, panicking, quickly clamped a large hand over the woman's mouth clearly agitated. "Oi, Oi! Shut it short-stack. You sound like you're being fucking murdered!" He scalded.

Levy's eyes went wide at the feel of his hand on her face and heard deepness of his voice; there was no way she could convince herself this wasn't real as his warm rough hands pressed against her lips keeping the noise lock inside. Wide brown eyes met red piercing ones for the second time in that day and all Levy could think about was that this was how she was going to die; by a creature that should only exist in her precious books. Tears filled her eyes as her body betrayed her fears, but she never looked away. Her thick gaze pleaded with Gajeel, overwhelming him with the dread and the mortality of her life the girl was feeling. He released her and watched stunned as she curled up on the hospital bed, choking back sobs, and turned to Lilly in a clear call for help.

Lilly on the other hand, couldn't believe his own eyes; this boneheaded nitwit had managed to scare the living daylights out of the human and caused her to become an incomprehensible heap in less than three minutes. Now he had the audacity to look to him for help? Lilly considered flying out the window leaving the man to deal with the mess he made, but another look at the sobbing girl changed his mind. While his partner couldn't be spoken for, he was a gentleman.

In his smaller form, to try and look less intimidating, Lilly stood on the hospital bed facing the distressed woman and put a gentle paw on her arm. "Miss? Don't be afraid we aren't going to hurt you." At first, it seemed like his words fell on deaf ears, but slowly the sobs slowed and he heard her lungs begin to take deep breaths to calm her hammering heart. Lilly offered a comforting smile while now Gajeel sulked in the corner; his eye's fixated on their interactions.

Levy; realising that she was still alive and that a new, hard but concerned voice was now talking to her, looked up to see an ebony cat with a scarred eye and small fluffy white wings smiling at her. Her voice failed her while her brain tried to reason what was going on. "Wha..." was all she could manage staring at yet another unexplainable figure in the room.

"My name is Panther Lilly, Lilly for short. Pleased to meet you. The sulking man in the corner is Gajeel Redfox, I apologise for his rude behaviour" Gajeel growled at the last comment but Lilly silenced him with a glare. That man had brought this on himself.

"Levy, Levy McGarden." The quiet introduction was still unsure, but it was progress from the sobbing from before. Lilly gave her a more confident smile and offered a paw to the now curious woman, the two shook hand and paw further luring Levy out of her curled posture. "I imagine you have a lot of questions, I understand this is a lot to take in." While he was unsure about how much information they should divulge, providing few answers should develop some level of trust between the two parties.

"What are you?" The question came instantaneously, despite the flood of queries she had. With a finally clear head, she was able to study the two beings in front of her calmly. They weren't actually as intimidating as first impressions gave, sure they were straight off the written page, dark and menacing (one was covered in piercings and other was carrying a sword!) but, they didn't seem to want to harm her. In fact, the cat one was actively trying to make conversation with her and comfort her. The other one, however, was giving her that glare again, almost as if he was studying her, ready to pounce should she make a wrong move.

She broke away from her inner thoughts when Lilly spoke again "We are spirits to put it simply, we exist in a realm alongside this one which humans cannot see – well should not be able to see."

"So why can I see you?" She was trying to keep a level head, save conclusions for after all the facts were presented but already this sounded like one of her stories.

"I would bet that it is because of the actions of my partner, do you recall why you're here?" Lilly gestured to the room the three stood in and Levy suddenly remembered that this was not her home. It was what she assumed was a hospital, Going by the sterile white décor at least. She also noted the bandages around her head as her fingers reached to touch them she suddenly cried out in realisation.

"You!" Her finger was firmly pointed at Gajeel now "It was you; you pulled me out of the way of the car!" Her mouth got ahead of her brain as she asked her third question without a second thought. "Why?"

Gajeel felt like he was being accused of some wrong by someone half his height, the idea made him immediately defensive. "People normally say 'thanks' when someone saves their ass, ya know!" The man snorted as her shocked face as he snapped at her.

Clearly taken aback by the abruptness of the man, Levy rethought her reply. Taking a deep breath, she calmed her voice and tried again. "You're right, I'm sorry. Thank you, Gajeel, for saving me. But still, why did you?"

Now the tables switched as Gajeel expected a more aggressive reply from the woman, he kept his demeanour up but his words were softer "Couldn't just let ya get run over could I, kinda person you take me for?" Actively looking anywhere except at the bluenette, Levy could help but think her looked rather cute, like a child trying to keep a secret.

Lilly looked very amused by the sudden interaction between human and winged and elected to not step in allowing them to continue.

A wicked thought graced Levy's head as she spoke again "Some kind of guardian angel I guess!" Levy now had the cheeriest grin on her face as she reached her deduction of Gajeel's question of 'what kind of person he was'. From his reaction it would appear she was right; he was definitely not one who enjoyed being called an 'angel'.

Gajeel looked like someone had just kicked him in the balls, his ego felt severely bruised "Do I look like some kind of pansy angel?!" He almost roared, but Levy wasn't having any of it. A man who had just saved her wasn't about to go about harming her.

"But you are guarding me?" Levy didn't miss a beat, dissecting his words and turning the tables on him yet again.

Lilly was now quietly snickering at the whole thing, sure Gajeel could take on any opponent in a fight, but when that fight came down to pure wit and words, he was at a supreme disadvantage especially against small blue haired women it seemed. Deciding to spare Gajeel further embarrassment, Lilly stepped in, before the bluenette pushed anymore of the dragon's buttons and caused a real tantrum.

"Yes, the current situation has led us to be your protectors for a few days – we will be gone soon and you won't ever have to concern yourself with us again." He hoped there was a way to put her back to normal; she would be labelled crazy by human standards if she went shouting about seeing angels.

Before Levy could inject any kind of reply a nurse walked into the room, oblivious to the two extra bodies in the room, she proceeded to ask Levy standard questions. How did she feel? Dizzy? Sick? Confused? Levy responded kindly saying she felt fine and allowed the nurse to carry out some standard checks on her; satisfied she was in good health she prescribed Levy to take at least one day off and to stay hydrated before discharging her. The whole time Levy couldn't help but look at the two winged figures in her room; silently watching, not the nurse, but the windows and the doors as if they were expecting something to come bursting through.

As Levy exited the room and found her way outside, she watched Gajeel follow out closely behind her with the cat sitting on his shoulder. Both were still watching her like she was about to burst into flames – without warning, Gajeel shot his hand towards her, past her head and into the face of an approaching demon. Levy stared in shock as she saw Gajeel's arm had become a large iron post impaled in some unfortunate creature's head.

"Lilly get her home, now. I'm gonna check for others." The orders were absolute, no room for movement. As he flew to the sky Levy watched the formally small cat become a muscled beast, matching Gajeel in sheer size.

"C'mon Levy its best we keep moving, don't worry your safe." Lilly tried to be reassuring but it did little to help.

"What was that…?" She asked as she watched the body turn to dust and scatter in the wind, Lilly's hands gently tugged her shoulder urging her to walk.

"What we are protecting you from," Was his only reply.


	8. Chapter 8

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 8**

The dark had fully settled when they heard banging on the window; Lilly cautiously approached the window ready to defend if needed but quickly threw it open to let a panting Gajeel into the rapidly crowding room. Levy was on her bed curled up in a blanket and a book in hand, attempting to calm her nerves. Her world was completely upside down, winged creatures here to protect her from demons that were after her for god knows what reason, she was just a girl with a love for literature! What on earth was so special about that? Despite pressing, Lilly refused to say more on the subject until his friend returned. Levy had moved some piles of books around to create a bit more space for the two bulky forms before retreating to her bed with a classic fairy-tale book to distract her mind. But now Gajeel had returned, the tales of her childhood lay forgotten as she tried to overhear snippets of their conversation

Gajeel confirmed to Lilly the surrounding area was safe, his breathing had begun to even out but a faint layer of sweat clung to his forehead. Levy noted the man didn't have a single mark on him, despite talking about fighting off several more of those demons – clearly, he knew what he was doing but that still didn't answer any of her burning questions. Fed up of being in the dark Levy interrupted to discussion "Why are they after me?" she spoke firmly, commanding an answer from the men in the room.

Lil looked unsure at what to tell the small woman but Gajeel; being well Gajeel, decided to tackle the problem head on recognising that tone from the shrimp. The woman wanted answers? Fine, she could have them! "They're after you shorty, 'cause there's a damn good chance you're able to help them get a hold of something. Somethin' that could really mess up your world, and mine." Levy puffed her cheeks out at being called short yet again by the giant man, but pushed past it; there were more pressing matters at hand.

"Define something." The tone didn't work this time, Gajeel ignored the question completely deciding to provide his own brand of comfort instead.

"You ain't gotta be scared of nothing, nothing is getting past us! Gihi!" Gajeel grinned, his thumb pointing proudly to his chest. He thought it was a reassuring gesture but only reminded Levy of the demon that attacked her outside of the hospital.

"You look similar to them." She stated, rather bluntly.

Gajeel's face dropped instantly, he looked away from the woman in front of him, he knew what was coming next and really, _really_ didn't want to hear it.

"He had red eyes like you and black wings." She gestured to his features, as she spoke; Gajeel looked for a way out but froze at her next words "Why should I trust you?" The question sat like a brick on a water balloon, slowly sinking, pressure building and building as the surface bulged and distorted until it became too much for the thin rubber to handle and popped.

The only solace to the situation was he was allowed to explain himself; she hadn't jumped to the same conclusion many others had and refused to accept any kind of reasoning otherwise. "It's a long story, Shrimp" Gajeel crossed his legs, sitting firmly on the ground. If he was going to talk about it might as well be somewhat comfy. "I'll give you the short version" He watched as Levy suddenly perked at his change of tone, already she was hanging on his every word. "First off, let's get one thing clear I'm not a demon. I'm more of a half-demon, caught somewhere in between a good guy and a bad guy basically." He watched her face in case he said something that truly scared her – granted he was giving her the light version but still throwing her into yet another panic attack would be less than practical. When it was clear she was waiting for him to continue he did. "Demons are the result of doing bad shit, either as a human or a winged." He let out a long sigh, like a large burden was being lifted, not removed, but lifted, making just a tad easier to breathe. "As you might have guessed, I've done some bad things. But I'm trying to get back on the good side, I made a deal with a guy that if I helped him take out some nasty people I'd be given a second chance. I could go and be on my way without anyone ever coming after me treating me like a demon." That was the plan anyway, get in the council's good books then get the heck outta there – find himself a new cave far, far away from anyone.

Panther Lilly looked at Gajeel with a small sense of pride – the man never opened up, never gave more absolutely necessary. While he wasn't sure why he had shared his story with Levy, he was glad he did, bout time the man came out of his shell, or iron fortress as it may be.

Levy, on the other hand, mulled over his words; he was trying, he put so much emphasis on these words almost in a pleading matter, but this didn't seem like a man who would beg. She barely knew the man; was him trying, enough to persuade her that he could be trusted to keep her safe? No. But the fact he had already saved her life once today, crushed a demon without a single word and spent most of the evening going after even more without gaining so much as a scratch; was enough for her to try as well.

"So for the next three days, you're going to be here?" The conversation continued as if Gajeel hadn't just admitted he was basically the devil's half-brother trying to get into heaven, shocking said man so much that Lilly had to step in to answer Levy.

"That's the plan, there are several members of our guild protecting other people while we wait for a barrier to be put in place – Don't worry we will stay out of sight, you needn't worry about us being in way at all" With that statement Gajeel knocked himself out of his stupor and stood, the pair of winged taking this break in speech as their cue to leave.

"H-Hey wait! Where are you staying?" Levy called before they could make it to the window

"On your roof." The blunt reply came from Gajeel wondering why this woman was so concerned – Does she think they we're going to fuck off and leave her to the demons after all that?

"You can't stay up there! It's freezing out there!" Levy quickly started rummaging around the flat hoping to clear out some more space and find some extra blankets. "You can stay in my living room, least I can do for people who are trying to look after me." She cheerily added throwing the fluffy colourful sheets of fabric across the sofa

"There's a better view from the roof, shrimp." Gajeel again spoke bluntly

"We also need to be able to fight at a moment's notice and will need the space to do so," Lilly added slightly softer. The idea of a softer sleeping surface in a warm room was a tempting proposal but they had a job to do here.

Levy's face visibly deflated as she thought of the two outside all night, she quietly folded two of her blankets and held them out to the Exceed. "Just take these then, so I feel better." Her small voice quickly persuaded Panther Lilly to take the items with him as he followed Gajeel out to the roof. Levy watched for a moment before realising she was better off trying to sleep and leaving them to it, she couldn't help but feel her life was literally in their hands.

Wordlessly the pair of winged settled on the roof much like the night before except for the added cushioning the blankets Levy had kindly shoved into their faces. While Lilly sure as hell wasn't going to complain, Gajeel felt more uncomfortable with the fluffy fabric near him. The warmth was welcome despite his affinity for metal and therefore lack of concern for the cold air around him. It was the smell that bothered him, of course, it smelt like her, it was her damn blanket, but he couldn't help but find the dusty, leathery smell of paper and ink mixed with some fruity based shampoo messed with his head. So much so he gave it to Lilly as well, determined to get as much distance between him and the object as possible – he needed his sense's tuned to demons not shorty's damn hair…

Nice as it may be.


	9. Chapter 9

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 9**

Once again sleep evaded Levy, no horror stories to blame this time around. No. Her restlessness came from a curious pair sat on her roof. She had been trying to keep an ear out, both eager and terrified to hear the sounds of battle – vicious demons colliding with her two protectors. She had only seen snippets of their abilities, Lilly able to shape shift and Gajeel able to change his limbs into iron poles; both dangerous and curious in their own right. But what if someone more dangerous came along? What if they got hurt? It would be all her fault! The train of thought was now on a runaway track as Levy leapt out of bed to the window searching for any clue that they would be safe.

The sky's darkness was her only answer, eyes too weak to see anything past the street lights and ears only picking up the calming silence of the roads below. Not about to give up, she undid the window latches and pushed it open – dirt clung to her palms, enough evidence alone that she really should dust more. Forgoing her less than perfect window maintenance, Levy leant out of the window, the wind bit her skin as the pages of her open books fluttered to life by the apparent breeze hidden in the night. Again she scanned the horizon; the pane of glass had done nothing to hide the outside from her bar the cold. Levy knew she should just go to bed, curl up in a blanket burrito and just let herself drift off. Instead, she whispered into the wind "Gajeel!" No answer. Again and again, she called increasing volume hoping for the man to make himself known. Patiently she waited when only silence replied she decided he wasn't about to answer her calls; defeated Levy turned back to her room.

However just before she moved from the window the faint sound of wing beats came, and there, hovering a foot away from her window was the iron dragon slayer, with a somewhat pissed look in his eyes. Levy felt a rush of excitement which rapidly degraded into questioning; why she had called the man? The look in his eyes suggested he wasn't a fan of being repeatedly shouted for in the middle of the night, and honestly, it did nothing to better the bluenette's mood, restless as she was. So, rather than greeting the man and thanking him for answering like she should of, she gave an equally annoyed glare back, cheeks puffed and all.

Gajeel, confused as to why the woman in front of him had not so subtly called him down, just to give him evils grunted. "Wha'd'ya want shrimp?" His voice was rough trying to sound harsher than it truly was. He saw Levy flash panic and appear to be lost for words, getting more annoyed by the second, he raised a studded brow in her direction as a follow-up question.

"I-er-well; how's it going?!" The words projected from her mouth in verbal vomit. It lingered in the space between them making it increasingly uncomfortable for the pair. Gajeel's face portrayed disgust at the mere thought of such small talk, while Levy flushed crimson at her social ineptitude. Frantic for a remedy for the situation, she tried to speak again.

However, Gajeel pounced before she could. "I know you didn't call me 'ere for that. I am not a dog shrimp or someone who enjoys little chats."

Levy flinched at his tone, it was clear she had misunderstood the man – from their previous conversations she knew that he was hardened, jaded by his past perhaps. But she had been almost certain that he wasn't the emotionless demon he tried to portray, she saw deeper than that. In any case, she had obviously pushed the boundary too far. Deciding she didn't want to anger the man further she quietly apologised and moved to closed the window.

Gajeel watched as she closing the curtains as well, when she was blocked from his view he watched her shadow linger before moving to what he hoped was her bed. He got it, sure, magical creatures/near death experience/life in potential danger; it was enough to set anyone on edge – but didn't she have any friends to distract herself with? _Well no she wouldn't have anyone else to talk to in the middle of the night, would she? Dumbass._ It had long stopped bothering Gajeel that his internal voice sounded like Lilly, the cat gave damn good advice and didn't sugar-coat it either.

The thought persisted, she probably can't sleep because of it all and called him down to distract herself; and he had just provided a solid brick wall as comfort. Against his normal reaction he tapped on the glass, comforting wasn't really his thing, but he could at least apologise. Lilly would send him back down to so anyway, he knew that little Exceed ears overheard more than they let on. Sure enough, the window was soon open again and a nervous Levy stood expectantly. Expecting another telling off probably, Gajeel mentally winced at his earlier tone.

"Sorry, you know, for snappin' at ya" The words sounded empty, He tried to sound sincere, he really did. But a man made out of iron was cold, hard and honestly he couldn't say he was a hundred per cent sorry.

"No no, I'm sorry for bothering you, I just- I um- I was worried about you guys up there." Levy sighed heavily.

Oh. Well, that got him, he wasn't expecting she would be worried about _them._ He hated the sound of her voice, it was small like herself and just wasn't what this spitfire woman who stared him down a few hours prior should sound like. "What you think I can't handle myself? I already saved your ass twice today remember?" Feeling defensive he jumped back to his harsh tone, and immediately berated himself for it.

"Yes, I remember! I thanked you for that as well!" She snapped back.

Gajeel smirked slightly; there was the voice this woman should have.

"But… I don't want anyone getting hurt because of me." She was looking at the ground now, almost ashamed that they would be in harm's way. Damnit, now he felt really guilty for barking at her– the pair sat in another awkward silence.

Gajeel wanted to say something, but everything that came to mind sounded stupid or mushy, thankfully Levy spoke again. "What's it like to fly?"

Not wanting to revisit the silence again he replied as politely as he could manage "S'alright, get to go wherever you want." He's voice sounded dismissive but held a certain wondrous tone. It was so much more than that, he was really downplaying it. Ask any winged, flying was a necessity; it was their entire life, the thing that made them magical. There's no way to quite explain it; made you feel more alive than any human could be.

Levy picked up on his voice as he spoke; she was good at hearing what was not said – reading in between the lines as you might say. Flying was definitely better than 'alright'. Grinning she probed further, holding her head up on the tops of her hands as her elbows leant on the widow side.

"Bet you have lots of adventures. Seeing the world; protecting people, fighting - must be pretty exciting." It truly was like a story come to life, and he was living it! A character in a fantasy world, oh how she would love to spend just a day in such a world. Her eye's softened, as reality brought her back; some dreams just stay that, dreams.

"Yea, pretty exciting. You'll probably get the chance to do it as well – you know when you..." Gajeel drifted off, letting the sentence end unfinished. Sure the winged life was amazing but it came with a price and not a pleasant one.

"When I what?" Levy queried

"You know," He paused looked out to the night sky. "Die." He lamely finished. The thought unsettled Gajeel sure people died, the guild was filled with winged who had done just that. Looking at Levy though, so young in her human life it didn't seem right to talk about it like it was round the corner.

Pieces rapidly clicked together in Levy's head as she realised why the demons were coming after her. They wanted to kill her and make her one of these winged so she could do something in their realm. No wonder they had been so vague, that thought alone almost set her into a panic attack again. Quickly she reminded herself she was safe, Gajeel was here, Lilly too, they'd keep her safe. "Hopefully, it'll be a long time until then…" Releasing her anxiety, she breathed deeply into the night the calm sky looked so inviting.

Gajeel watched her flick between several emotions before settling on the sky – he was probably going to regret this later. "Oi, go get a jacket or something." He looked away refusing eye-contact with those big brown eyes.

"What? Why?" Levy perplexed at his demand, found she was moving to grab a long sleeve hoodie on a chair nearby.

"Well, you can wait however many years to kick the bucket, get wings and fly. Or; you can come with me now. Think of it as a test run, Gihi." Gajeel couldn't help himself, watching her face light up at his invitation inflated his ego just a little bit.

"Could you?!" All rational thought of flying with basically a magical stranger was gone. Excitement took control at this point.

"Yea quit loitering. We gotta go now; the dark means no-one will catch us." God this sounded like something from a bad chick flick, the guy stealing the girl away in the middle of the night to fly (wasn't there a fairy-tale like this?). Briefly, he contemplated just what the fuck he was thinking. He was meant to protect this girl not take her for a midnight flight; he almost went to tell her he was obviously joking, only to see her ready to go in front of him. There and then the thought died, he just couldn't say no to her. Without another thought he stretched his hand out to her, he expected her to hesitate, mistrust; anything but clamber out of her window and take his hand.

Despite the shock, he grabbed her expertly, pulling her close. Carefully he manoeuvred her to his back secure between his massive wings and cushioned by his mass of hair which caught and pinched his scalp as she moved to get comfortable. Her thin arms locked around his neck and she breathed heavily against his back clearly nervous. "Ready?" He asked mildly hoping she would change her mind and go back to bed. No such luck as she nodded over his shoulder. "Alright shrimp, you asked for it. Hold on!" If she wanted to fly, they were going to damn well fly.

One heavy wingbeat and they shot upwards, past the rooftops and into the starry sky. Levy clamped her arms down and a silent scream escaped her lips, but she refused to close her eyes. The wind made them water and the cold flushed her face but she watched as the ground below them move further away and the world around them became so much bigger.

Gajeel cruised casually in the open sky, banking round her flat complex (well within sight of Lilly) and letting her enjoy the horizon as they flew. He felt her head move as she took in the sights and her grip around his neck relaxed slightly. Time to _really_ fly. "Told you to hold on short stuff!" Gajeel barrel-rolled unexpectedly, and Levy's grip rapidly retightened.

"Gajeel! I'll fall!"

"Hold on then, Gihi!"

Wings fought the air and won as they flew up, looping upside down Levy felt weightless like she might drift into space if she didn't hold onto the man beneath her. As they came out of the loop she was crushed against his back and watched as he flew low through the streets she walked through every day – how different they looked now. Her heart was pounding, the euphoria was growing, laughter escaped her lips and Gajeel took this as a sign to go faster, climbing altitude they re-joined the open sky.

Lilly watched from the rooftop as the pair flew across the skies. A faint grin touched his face as he watched his partner spectacularly open up to a woman who seemed to crawl right through his iron defences. It would be a true shame when they left – Gajeel didn't connect with many people at all. Sure Juvia was the closest (excluding himself of course) and he could have bouts of drinking with Cana, and bouts of fighting with pretty much anyone. But there was a great deal of mistrust present, and Gajeel had almost all but exiled himself from the guild. Sure he was no social butterfly, but a life of solitude wasn't one worth living. Lilly kept his musings to himself and sat contented with watching the pair own the sky. Still, he kept beady eyes keen watching for danger.

Unfortunately for Lilly, the danger didn't come from the sky but from the ground, Sol emerged from the side of the building. Scowling he also watched dark wings score the sky, twirling in an array of impressive manoeuvres each followed by squeals and laughter from both parties. Now was the time, Jose was sick of waiting. Sinking into the brickwork, Sol prepared their advance.


	10. Chapter 10

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 10**

Gajeel nosedived straight down, eliciting a shriek from Levy as she fought to hold on, painfully gripping on to Gajeel's prized hair. He normally would beat anyone who dared mess with his mane, but right now he didn't care, the reaction was worth it. His signature laughter vibrated through his body, making Levy rumble with equal glee – so when it died abruptly she felt the night change from its carefree evening into something far more sinister. Keen dragon eyes picked up several bodies flying in front of them – Gajeel reckoned it was probably more fledging demons like the group last night; still, he wasn't going to risk it.

"Oi, need you to do as I say shrimp." His tone was serious, but not heartless. "Keep yer head low, and stay quiet" Levy responded with a murmured 'uh huh' and buried herself into his back just as the demons closed in.

Scare tactics weren't going to work now, he realised almost too late, as a blast of magic was launched heading straight for Gajeel. Narrowly rolling out of the way Gajeel went on the offensive "Iron Dragons Roar!" A flurry of iron shards erupted from Gajeel's mouth engulfing the demons, forcing them to scatter. He couldn't fight all of them with Levy on his back; she was too much of a target on his back. He had to get to Lilly. Roaring one more time he forced his wings to speed away back to the roof. Just as the roof came into view the air in front of Gajeel distorted and the distinct sound of wailing filled the night. Gajeel didn't have time to panic, it only meant one thing. "Shit! It's Aria."

Gajeel needed to get Levy out of here. Now. "Sorry shrimp." Before Levy could respond Gajeel violently threw her from his back, extending his arms are iron poles he spun, successfully catching Aria and the other demons closing in. The air mage; who had no visible wings just a faint outline of where they would probably be (giving the impression he floated mid-air), took the brunt of the iron pole straight to the stomach. While it did nothing to seriously disrupt his fighting ability it did ironically knocked the wind out of him. Gajeel hovered surrounded by several demons; he had clocked both Aria and Totomaru in the group; two of the Element 4 (now 3 since Juvia's 'betrayal'). He suspected that Sol wouldn't be too far away either. Damnit where was Lilly!?

Levy screamed as she fell, arms flailing in panic. Fortunately, Gajeel wasn't that bone headed to drop her to her death; he had seen Lilly flying towards them. Seeing the bluenette plummeting to the ground, the Exceed had swiftly caught her in his battle form – unable to hold it for long he swiftly deposited her on the ground. After steadying her jelly-like legs he crouched in front of her to check for any serious damage. Once happy she was unharmed he said: "You need to hide, don't make any noise – we will take care of this." Panther Lilly waited for no reply and flew to backup Gajeel.

Levy felt like she had been punched in the gut, brought down so quickly from a feeling of pure freedom to pure terror. Her legs broke into a run, anything to get away from the nightmare she was in – however, she was so disorientated the streets looked so alien to her despite living here all her life. Finally out of breath and shaking with adrenaline, Levy dove into an alley and hid against the wall -holding herself together desperately. _I'm OK, I'm OK; they won't lose, they'll come back._ Repeating the phrases like a mantra Levy sank to the ground, the rough bricks scraped at her clothes as she tried to hold back the sobs.

Sol emerged from the floor in front of her silently. He observed the crying woman, almost unbelieving that this girl would be what Jose wanted. Nevertheless, he had a job to do; grinning evilly he called his magic to his hand, ready to strike.

Gajeel's breathing was ragged, the cut on his forehead was bleeding again, the annoying stream running down his face and the smell of his own iron blood filled his nose. He had taken out the lesser demons but the two remaining mages were just too much to handle – not that he'd admit that out loud.

"It's so saaaaadd! Gajeel-sama has betrayed us like Juvia!" The wailing only served as background noise to Aria attack, a blast of wind designed to knock the iron dragon clean out of the sky. Hardening his skin Gajeel took the attack, strong wings held firm and he stayed aloft, perfect for the fireball that targeted him now. He couldn't dodge this one and prepared to block again; knowing that this bastard's attack was going to cause some damage. Instead of searing heat a pleasant 'whoosh' of air came over him and Gajeel saw Lilly defending him – his buster sword cut clean through the attack and the flames dissipated harmlessly "Gihi, took ya long enough!" Gajeel grinned; it was time to even the odds

"Had to drop something off, apologises" Lilly grinned back the two brothers in arms ready for the fight to really start. They moved, synchronised, both flanking the two enemy demons in a pincer movement. Soon locked in battle; Lilly matched sword for a sword with Totomaru and Gajeel trying to land a hit on Aria. After landing a few successful attacks, Totomaru unleashed a ring of fire forcing the winged back. Before they could retaliate an ear piercing scream broke the air. The heat coming off Gajeel battle ready body turned to ice – he knew exactly who that noise belonged to. Gajeel didn't need Lilly's permission. He dove; ears pinpointed on Levy, he only hoped he made it in time.

Aria and Totomaru moved to intercept but the large-bodied panther stood in their way "I will be your opponent." It wasn't a request; it was a demand that much was clear. Worryingly enough though, the two demons didn't seem concerned about Lilly blocking their path – a mistake he would make them regret.

Gajeel landed in the alley he was sure the sound came from, he saw no sign of Levy, no blood, no battle scars in the concrete; both a good and terrifying sign. He breathed deeply searching for a scent and caught the trail heading down the street – the shrimp had bolted and probably was being pursued. He had the advantage of being the better tracker but his enemy had a head start. As he followed his nose after the blue-haired woman; he concerned himself with Lilly. The Exceed could only hold them off for so long so he needed to move fast. Wings obeyed and soon he came face to face with Sol looming over a cowering Levy; a demented look in the earth demons eyes was Gajeel needed to put his fist between him and Levy. Knocking the man clean out of the ground he had rooted himself to. Gajeel took a protective stance, wings wide and teeth bared - A true dragon.

Levy couldn't believe her eyes, her lungs screamed for oxygen as she panted heavily finally feeling like she could take a moment to regain herself. She had only barely missed the monocled man's first attack and had scrambled to get out of the way, before running anywhere that wasn't the alley she was in. Her feet pounded the pavement, thin legs moving surprisingly fast while brown eyes blurred, not focused on where she was going just that she had to move. Had she been paying more attention, Levy would have seen a bump in the ground appear successfully tripping her. In a violent display of rolls and tumbles which left her with more than a few bleeding scabs on her knees and elbows; Levy finally came to an abrupt and painful halt against another wall. She knew it was over her body wouldn't move, her head had collided with the wall and resulting in a second concussion on top of her recovering first one, the bluenette just surrendered to the ground below her. Waiting for the final attack that would end her life before Gajeel had found her.

Having found her feet finally, she watched as the two men glared at one another, no words, no actions just intense eye contact. The stare-off wasn't even interrupted when Totomaru crashed into the street behind them, followed swiftly by a war-torn Lilly who barely rolled into the fall and landed cat-like on his feet. Aria gracefully floated down and glanced between his two comrades. Surprisingly they had both taken several hard hits and were breathing heavily – it was time to end this miserable fight and take the girl.

Fortunately for the winged fighters, a roar echoed through the skies. It wasn't Gajeel's iron roar this time though. No. This was a fire dragon's roar; one that brought back-up. While Lilly looked overjoyed that someone was coming to help, Gajeel barely moved throughout the encounter – staying protectively in front of Levy blocking Sol's advance. The remaining elemental demons simultaneously made up their minds and charged into an attack, not about to be intimidated by a few extra 'fairies'. Besides they had a back-up of their own!

Aria clapped his hands together and several demons sprung from pockets of airspace colliding with Natsu and his team; while the others moved to close in on Gajeel. Unlucky for them, Gajeel wasn't about to let them; in one fell swoop he scooped up Levy and took off – a brief nod to Natsu and the message was clear 'I'll leave this to you.'

In a practised motion the demons were blocked by four intimidating winged: Natsu with his fire red wings now burning took the lead; flanked by a steel-winged Erza in her heavens wheel armour, and reequipped wings to match – ready to switch at a given notice. An ice winged Grey flanked the other side; his short spiky wings looked completely impractical sprouting from his back in a series of clear icicles. Finally, Lucy provided support from the rear; her dark wings blended with the night sky but the stars they held on their surface glowed brightly; giving the appearance she was held in the air by the constellations themselves. Nothing was getting past them.

As Gajeel beat his wings he felt himself flagging, he had used too much magical energy and with no chance to regain his strength the complaints of his muscles were fast becoming an angry protest. Without warning the tug of gravity became too strong to overcome, forcing Gajeel to collide with the ground. With no chance to recover, iron scales covered his body and he curled protectively around Levy to protect her from the impact. Barely keeping the scales as they collided with the ground, Gajeel released the small bluenette causing her to bounce away from him and collapse a fair distance away.

Before he could grab her, Gajeel felt himself being thrown against the wall and being pinned against it. Fighting to move his head, he caught sight of the culprit for his predicament. A large demon with small black metallic wings stood nearby grinning maniacally – clearly proud of himself for inconveniencing the iron dragon. With a flick of his wrist, Gajeel wasn't flying yet again into another wall become crumpling to the ground coughing violently.

"What the fuck…" Gajeel was confused; he was getting his ass kicked by a guy who hadn't even touched him!

"It's a magnet! He's pulling your iron!" The voice cleared his confused head as he realised just the disadvantage he was at. The demon now moved towards Levy (the source of the voice Gajeel soon realised), Gajeel forced himself to his feet – This woman was going to be the death of him! For lack of a better plan, Gajeel threw himself at the demon tackling him to the ground; using his weight to hold him down.

"Shrimp run!" He didn't look long enough to see if she did, soon he was being flung away yet again. Never before had Gajeel regretted his iron-studded body so much. Again he fought against the magnetic force, the individual studs on his body were being painfully pulled but still, he fought to go forward. The demon moved in to attack again, Gajeel prepared to take the hit until the demon stopped with a confused look on its face. Behind him stood a defiant Levy armed with a fist-sized rock much like the one that had harmlessly hit the demons back. With as much bravery to match the stupidity of the idea, she launched the second stone catching the now pissed demon in the shoulder. Snarling he went for her, releasing Gajeel from his invisible restraints.

The iron dragon saw his opportunity and went for it; mustering his magic he launched several kunai from his arm and into the demons back. Successfully catching the target with a well-placed hit the demon dropped down to one knee. Continuing his onslaught Gajeel roared "Iron Dragons sword" His aim struck true and the demon crumbled at his feet. Gajeel's body couldn't take anymore and collapsed, refusing to fall he propped himself up on his hands and knees.

His nose caught the metallic scent of his element, driving himself forward he latched onto a nearby metal pipe and dug in. It wasn't near enough to recover him but it helped take the edge off. With some semblance of consciousness recovered Gajeel suddenly remembered Levy and turned to where she had stood distracting the demon so he could win. He could scarcely believe what he saw.

Sat in a pool of blood, Levy lay still. He sprinted towards her fallen form, skidding as he got close and took her into his hands. Ear to her chest he heard no breathing, no heartbeat. "Fuck." The curse escaped his lips as he desperately searched her form for a sign of life. He saw the metal pierce through her tiny body; it went clean through abdomen dripping crimson through the cloth and to the floor. He had witnessed death too many times to count but never had he felt this helpless. He knew she was dead, gone before he had realised. Stupid! How had he not realised, too caught up in the fight and his own selfish needs to see.

He looked back at the fallen demon; bastard was nothing but a hollow form of dust on the ground now. Gajeel saw the grin printed on his face – of course, the bastard was smiling he had seen his attack kill the woman they were after, now his brethren could just collect the soul as it exited the body. In a fit of rage, Gajeel launched an iron pillar at the dead demon, its face crumpled under the impact as it rapidly fell in a cloud of dust. Gajeel didn't realise how heavily he was breathing, no longer from exertion from sheer anger. He had done this. That was his metal in the shrimp. He had killed her. "Damn it!" He roared. He'd lost! Demons got the better of him and he had given them just what they wanted! He hadn't changed at all!

The body in his arms grew cold as a faint glow surrounded it; gently it rose up revealing the spirit form of Levy. Slowly it exited the body still glowing and hovered in front of Gajeel, slowly he let her human body fall to the wet floor and took her spirit form in his arms. He needed to get her out of here before more demons came, but this wasn't exactly something he could rush.

Now free of the mortal realm, the magical energy within Levy began to swell. Her wit, intelligence and understanding of others had attracted massive amounts of magic. Now it sprouted from her back rapidly as two large angelic wings took shape glowing in a blinding yellow colour. Gajeel's face was on fire, his eyes clamped shut to try and protect his pupils from the onslaught of light. His own veins hummed along with the energy in his arms. In the darkest pit of his stomach, a demon hungered for him to take it for himself. Gajeel quickly stomped the dark desire back down from where it came from. **No way**. He wasn't going to fall any further – this girl was going to make it to Fairy Tail if it was the last damn thing he did.

Gradually the light faded, leaving behind Levy's true tangible spirit form – wings made out of layers of paper each page overflowing with words, poetry, facts and stories; each individual but combined to make a canvas of literature. Only once the light had completely faded and Gajeel saw the faint rise and fall of the woman's chest did he move. Carrying her bridal style he flew as fast as he could to the safest place he knew.


	11. Chapter 11

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 11**

This was becoming too regular an occurrence. Her head pounded, her body ached, lethargy clung to her mind like a bad taste in your mouth. Seriously how many times in the last two days had she woken feeling like death itself? Speaking of which…

She would say it all came rushing back, except it came it came in broken fragments, like a puzzle waiting to be put together. Except with her head swimming in a pool of incomprehensibility, solving such a puzzle was the last thing she wanted to do. No, today all she wanted was to sleep the day away. However the fragments spoke loudly; not wanting to be ignored, they spoke of flying, of being attacked, running and running still. She was going to die, she remembered; there was a man standing over her and then Gajeel… Gajeel had saved her! She focused forcing the memory forward, yes; he had come to her rescue at the last second! Then they had escaped, Gajeel flew them through the air away from the demons…

Her memories faded there as her headache became too much to handle. Wearily she opened her eyes, the light might as have been lava at that time for the way it stung her pupils. Blinking the moisture back into her eyes the scene before her became clearer, she was in a bed in a room she didn't recognise. _Yep, this was definitely getting old_. Looking around, it was clear it wasn't her local hospital; the walls were cobblestone and wooden beams stretched across the ceiling. Under better circumstances, she would have admired the architecture a bit more – as it stood Levy become more and more worried about the predicament she was in. The only solace lay in a black exceed sat in a nearby chair, slightly slumped as he snoozed. Lilly being here must mean she was safe. She was right they had escaped.

Smiling to herself she moved forward to nudge her fierce guardian awake, has she leant forward though an uncanny weight pressed against her back. Startled Levy flung herself forward, afraid of an attack from behind, but the weight followed her glued to her back following her movements as if part of her body. Now completely out of bed and standing surprisingly sturdy for how she had felt mere moment before, Levy realised just what the weight was. From the corner of her eyes she saw the corners of paper coated in words, words she recognised from one of her many books. She followed the trail of letters to see them overlapping with other pages from other books; a page from her favourite chapter of her dearest fairy tale, the paragraph of a poem she held close, the famous lines her beloved characters spoke when they had won the fight and saved the damsel. All of them present in a collage of her reading life that reached behind her shoulders and connected to her back. The feeling was both unreal and completely natural as she read along her new wingspan she found she could move the wings to bring the pages into view, no easier that bending her arm or flexing her toes. It was a marvel, to say the least, the fogginess of her brain cleared as she lost herself in memories of the past with the stories that defined her very nature.

It was about the time that she was trying to read the pages hidden behind her shoulder did it dawn on her that she had wings. Wings! Levy turned this way and that, only confirming that they were in fact wings. Wings! On her back! What was curiosity and wonder soon became unreasonable panic, and just like another sane person in her situation all Levy could think to do was, well, scream.

The noise echoed throughout the Guildhall, the two resident dragons winced at the vibrations in their sensitive ears while others glanced curiously towards their infirmary where an ever keen Mira quickly flew to. As she entered the room she witnessed Lilly trying desperately to calm down the young woman Gajeel had carefully dumped here days prior. She said dumped as he literally flew through the infirmary window, tucked her in before telling Mira to 'take care of the shrimp', grabbing a job and taking off again. 'The shrimp' was currently in hysterics, slumped on the ground talking to herself about 'waking up' and it 'all being a just dream'. Lilly had coaxed her back onto the bed just as Mira grabbed a glass of water and placed it in the woman's hands.

Slowly Levy drained the water in the cup, all while holding onto the glass like it was her lifesaver in the vast ocean. If she had wings, then that meant… The conversation through her flat window played through her mind. _You got wings when you died_. She died. She was dead **. Dead. Dead. Dead**. The word repeated again and again until it had no meaning, it was just a sound, a movement of her tongue and a vibration in her throat. It didn't stop the sting though, the thought of her life being over. All those things she wanted to do! Things she never saw. Books she never read. People she never spoke to. Levy never considered her life to be filled with regret but now it was over, the things she regretted doing/not doing was all she could think about. She was fortunate that her family had long since passed; orphaned when she was young she had been taken in by her grandmother who had passed a year ago. Least there were few people who would miss her – even so, it was a weak comfort.

Mira and Lilly looked at each other nervously; this wasn't uncommon for new winged. It sometimes took years for them to come to terms with their deaths, some never truly got over it. Those winged tended to go mad, which led to darker paths towards life as a demon as they lashed out at others. Right now this girl needed support, a family – and nothing said family like Fairy Tail. Mira put a comforting hand on the woman's knee as she knelt in front of her. "My name is Mira-Jane; it's a pleasure to meet you." A soft smile welcomed Levy back to reality, to her beating heart and her breathing lungs. Swallowing hard, her throat still dry despite the water she had just had Levy found her voice to reply.

"I'm Levy McGarden." The reply was unsure like she didn't know who she was anymore. She was trying to piece together how she had died; she remembered escaping with Gajeel and then when he was pulled from the sky. Magnets; she remembered Gajeel fighting a demon who used magnet magic to pull him around. The memory fogged there again, Levy tried to hold onto the thought by speaking to Lilly. "There was a demon; he used magnet magic to fight Gajeel." Saying the words out loud kept the memory in place while she fought to remember what happened next.

Lilly looked at the blue-haired woman worriedly, he knew what she was trying to do and he didn't know how she might react when she found the answers she looked for. Furthermore, he didn't know how the guild might react if they found out what had happened. Nervously glancing at Mira who was understanding enough, she would probably give Gajeel a chance to defend himself _before_ tearing him limb from limb. The same could be said for Natsu and Wendy; the three were dragon slayers and had some kind of sibling understanding about them; the kind that would result in a fistfight between the men as Wendy stood by to heal the injuries. As for everyone else though; trust was thin as is, this just served to be another noose from which they could hang the iron dragon slayer.

"Lilly, I died… Gajeel was there." Levy spoke again. "It was an accident, he told me to run… I didn't. H-He tried to save me again." Levy was sobbing now, words spilt from her mouth but through the gasps and coughs, they couldn't understand what she said.

Mira did what her elder sister instincts told her too, taking the young woman in her arms she stroked her head, softly shushing her cries and reminding her that it was all okay. Lilly watched on as Mira gave into her element, caring and comforting with unrelenting protectiveness that rivalled the dragons of the guild. The perfect woman for the job. Levy gradually calmed down and pulled away from Mira who let her do so but stayed close offering reassurance still, rubbing her eyes red with the heel of her palm Levy looked at Lilly. The two softly smiled at each other, and Lilly said the only thing he could.

"I'm sorry, we failed you." He bowed his head low, he didn't ask for forgiveness. Gajeel had sworn before he left that he didn't deserve such kindness and Lilly held his fate with his partners. They were both to blame for the woman before him, they had promised to protect and failed. Back in Edolas, such incompetence leads to banishment. Instead, small arms scooped him up and held him close, if they were in public he might have protested but here in the quiet comfort of the infirmary he allowed it; graciously accepting the kindness he had been shown.

No words were exchanged for several minutes; the wounds were too raw to speak about yet. The silence offered Levy the chance to come to terms with her new arrangements, sadly this only came with more questions than answers. Before Levy could ask about what was to happen next, a busty blonde girl entered the room. "Mira? People are wonderin- Oh!" Lucy stopped at the sight of Levy, sat in the protective space of Mira and Lilly. Sensing the woman was still in need of comfort; Lucy moved to join the group, extending a hand to Levy she gently shook with her. "I'm Lucy, welcome to Fairy Tail!" Just like the stars on her wings, Lucy brightened the darkest night, bringing light to the situation and making Levy feeling just a tad more at ease.

"Why don't we get you down stairs, and get you something to eat?" Mira added, looking to Lucy asking silently if she would help ease Levy into the controlled chaos below.

Understanding completely Lucy quickly jumped in to help ease the bluenette further. "Don't worry we'll look after you, you can ask us all the questions you want when you've got your strength back!"

With those words, the weakness in her body became apparent once again. Levy nodded in agreement flashing her bravest smile as she found her footing again. Walking slowly, the trio plus one Exceed made their way to the guild hall. Levy was taken aback from the sheer noise; the infirmary had been almost silent, here, what could only be a million conversations/arguments were existing all at once. It was quite intimidating truth be told, hadn't it been for the two women escorting her Levy would have fled back to the infirmary without a second thought. As it stood, however, she was seated at a quiet table in the corner with Lucy while Mira went to the bar to deal with her myriad of customers who knew better than to complain about her absence.

Across the room two men stood in awe, eyes only for what could only be described as an angel who walked into the guild hall and was now seated at the far end of the room. A pair of bird-like wings (falcon-like for the keen eyed) had taken off before their owner was even aware he was moving; in less than a second, he was at the table of the angel with his mouth agape. Lucy looked at Jet confused as to his sudden arrival and doubled in confusion as Droy rolled up behind him. While Jet had bird wings, Droy had wings that appeared to be two giant leaves sprouting from his back draped in thick vines. The two truly looked like that belonged in a nature special. Surprisingly Levy spoke first of the group.

"Um, Hi." Unsure what to do in the situation and why two guys had basically run over to gawk at them; she had suspected they were here because of Lucy (the girl was drop-dead gorgeous for heaven's sake) but when they had only stared at her, her suspicions grew. Suddenly aware of how rude they were being the men slapped themselves out their stupor.

"Hi there, I'm Jet!" A cheesy grin accompanied the ginger man as he thumb pointed to himself

Not to be outdone the second man quickly jumped in. "And I'm Droy!" A brief look of annoyance wasn't lost on Levy as she became confused by the two men further.

"We are team Shadow speed!"

"No team plant gear!" Droy quickly interrupted

Lucy and Levy watched as the two men continued to bicker about their team name. Lucy was used to the interaction, the two may be best friends but they fought like an old married couple and hardly ever agreed. Said couple were now locking heads and pushing against one another arguing about what their team name was. While Lucy looked exasperated with the debate Levy looked at the boys fondly, clearly, the two cared for each other like brothers, it's no wonder they fought like this.

"Why don't you compromise and be called Shadow Gear?" Levy offered in a chipper tone, her smile had the two boys dumbstruck once again, before erupting into two praising cheerleaders

"Levy that's amazing!"

"You're so smart Levy!"

The continuous babble came from the two boys as Levy giggled to herself at how easy the fight was to solve.

"You should lead our team!" To this day Levy still wasn't sure which one suggested it first (ask either one and they will claim it was them), but both were so eager to invite her into their group she found it hard to say no. Despite the fact that she had absolutely no idea what this 'team' did!

Fortunately, Lucy stepped back in to save Levy from her adoring fans; "Backup guys, she only just got here!" watching as the excitement visibly drop in their faces Levy offered another smile promising she would 'think about it when she was settled'. Waving cheerily as they moved on, Lucy noted how the bluenette had visibly relaxed after meeting Jet and Droy ad was now tucking into pancakes courtesy of Mira.

Sitting in comfortable silence as she ate; Levy continued to think about, well, everything. Here she was breathing, eating, living when by all rights she should be in the ground – depressing herself she sunk into the seat. The motion wasn't lost on Lucy who tried to distract her from the darkening mood.

"Do you read?" The three words which were a bookworm's dream in any social situation; Levy almost jumped out of her seat with anticipation to talk about her favourite stories but forced herself to rein it in – she had scared plenty of people with her literature enthusiasm.

"Yes, I love to read! I had a huge collection back home!" At the word home, Levy felt a slight pang of despair. All of her books, gone. She almost cried at the thought, it was a lifetime's worth of collecting, so many rare and treasured books – Levy hoped they would be cared for now she was gone.

Lucy panicked again watching Levy's moods oscillate violently over the subject and tried again to coax her out of her homesick thoughts. "Would you like to see the guild's library?" Without waiting for an answer, Lucy stood up and encouraged her new friend to do the same. Together they entered an upstairs room which contained bookshelves as far as the eye can see – each one packed with a collection of tomes varying in size and colour. The excitement in Levy's eyes was barely contained by her brown irises as she took tentative steps closer to the books. Her outstretched hand fingered the binders grazing over each letter which clued her to the contents within.

So lost in her exploration she didn't notice the fond look Lucy gave her, nor how the blonde followed behind her. "I think this book might be useful for you – it's a history of this world" In her outstretched hands she held the book Lucy and Natsu recovered from the old building basement. Levy slowly took it again studying the cover, this would definitely be useful, and hopefully, by understanding this world, she would feel more comfortable.

"Thank you!" Levy couldn't contain it anymore; she launched her arms around the blonde hugging her tightly.

Lucy could only laugh in response "Your one of us now! We all look after each other." Her soft smile gave the small woman the reassurance that she was going to be just fine here.


	12. Chapter 12

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 12**

The next few days flew by in a blur, between Mira, Lucy and her team, and, Jet and Droy; Levy barely had a moment alone. Constantly being introduced to the guilds many members, learning all about their magic and personalities - she was being invited to many jobs/days out despite the fact she hadn't even joined the guild fully yet. As such she had sought some quite peace one afternoon to get her head straight.

Honestly, the whole premise of the spirit realm fascinated Levy, she had devoured the history book provided by Lucy and promptly hunted for more information from anyone willing to give it. Even though she was completely overwhelmed during the day, consumed by her research; during the quiet nights, she still felt alone. The bluenette had been given a temporary room in fairy hills and while it was beautifully comfortable it seemed barren compared to her book fort of a home in the mortal realm. It was during these nights her thoughts also wandered back to Gajeel, he hadn't been seen since she died and he dropped her here. She hadn't thanked him for taking her flying, trying to save her or even for bringing her here when she had died. While she did want to express her gratitude Levy also craved the answered surrounding how she had died; her memory never fully recovered past her throwing rocks at the magnet demon to try and help Gajeel. The only thing she remembered was the pain in her stomach and her collapsing, she tried to recall if she had realised she was dying but to no avail.

Unfortunately, Gajeel was avidly avoiding the guild since her death according to Lilly. So Levy had to choice but to try and get by without her guardian angel providing the answers she wanted. Thus justifying her in-depth analysis of the world around her; not only had she learnt about the guild she also learnt more about the fundamentals of the world. The two laws of the winged and how Gajeel had broken them by saving her from being run over, causing her to be able to see the spirit world (This was the accepted theory at least). She learnt all about the history of the winged and how they came to be and what made a winged, well a winged.

Levy spent a day reflecting upon herself determining that she must have become winged due to her intellect and knowledge of languages – after all that was one of her most defining personality features. This brought about one big doubt in Levy's mind, the winged fought demons, she'd even seen these battles first hand; how on earth was she going to fight like that?! Lucy and Mira had told her not to worry about magic or flying yet, the transfer from mortal to spirit took a long time and it could be weeks until her magic showed its self. Suddenly this immense pressure to join the guild, learn magic and to fight, take jobs all seemed too much, Levy always wanted a fantasy adventure but she had never taken into account the pressure the hero of the story must have felt.

Mira had explained when new winged came to be they were looked after until they had gained control of their magic and flying capabilities. Levy would then be given a choice; join Fairy Tail or find another guild that she could join. It seemed going alone was not a good idea, such winged were easy targets for demons or even became demons themselves.

Her book-less flat became too much to handle so Levy walked to the guild hoping that speaking to its members might distract her. She was immediately greeted by Jet and Droy who invited her to their table the moment her toes stepped on the guilds floor. Their constant praise, made her feel more at ease ad quickly she slipped into a casual conversation about nothing in particular. Just was she had settled back into a calm mindset, Levy caught sight of Lilly flying by – as she went to wave she caught sight of a certain dark studded dragon stomping in behind him. Finally seeing her opportunity to get her answers Levy moved to stand but was blocked gently by Jet who regarded Gajeel with a fierce and cold stare alongside Droy.

"You don't want to be involved with him, Levy. He's bad news." The speedster started as if it was an obvious fact; Droy nodded in agreement.

"Guys, He tried to save me and bought me here, I know he looks really intimidating but he is kind I can tell!" Levy smiled confidently in her reasoning while Jet and Droy looked at her with shock and mild hurt in their eyes.

"Levy…" Droy muttered, "He attacked this guild, destroyed our building, he battered several members like Lucy!" He was almost yelling now but corrected himself when he remembered certain ears were more sensitive. "If Natsu hadn't taken them all down…"

"I bet he's responsible for your death too." Jet added disgustedly.

Levy, on the other hand, couldn't believe her ears; this can't be the same man who she had met? Jet and Droy had no reason to lie to her and the hatred in their eyes was as clear as the sun in the sky. Recalling Gajeel story, Levy felt pangs of fear and panic, he had told her he was a half demon. He spoke little of what he had done, but it didn't take much imagination to think of what destruction such a man could cause. Her gaze flicked between Gajeel and Lucy, what had he done to her newest friend…

She was scared to find her answers now.

Jet took the panic on her face as confirmation of his statement. Regarding the woman in front of him, who had walked straight into his heart, Jet decided he wasn't going to get Gajeel get away with he had done to her. Looking to his best friend Droy nodded in wholehearted agreement and the two left the table to confront the half-demon dragon.

Levy didn't even notice them leaving; still wrapped up in her thoughts. She didn't hear their footsteps fading as they cornered the dragon, nor the hushed accusations they pointed at him. She didn't hear Gajeel's clear irritation with the two men nor did she hear the growls which were held under his breath. She did, however, notice when the three men moved outside with a clear intent of doing some harm to each other, while her brain was unsure her feet knew what they wanted to do and followed them.

Once outside she saw the pair square up to Gajeel who looked reserved for someone about to fight.

"You really want to do this?" He asked, offering the men a chance to back out.

Levy opened her mouth to stop this ridiculous vendetta they were carrying out on her behalf only to be silenced by the announcements of the first attacks. Jet's wings launched him full speed into Gajeel knocking him down and allowing Droy to plant several offensive vines which thrashed against his fallen form. Levy watched as Gajeel took blow after blow, no scales or using his wings to defend himself; he wasn't even fighting! This was a one-sided beat-down; no amount of doubt in Levy's memories justified this.

"Jet, Droy, Stop!" Her words were drowned out as another hit knocked Gajeel back down. Helplessly she watched as Gajeel got on his hands and knee's coughing hard. Droy threw a 'plant bomb' which landed and threw Gajeel even further across the field they fought in. Her feet moved to get to the man and help him somehow but were blocked by her friends, who continued to sneer at the fallen man.

"Is this all you've got?" Jet asked, bouncing on the heels of his feet ready to tackle the iron dragon again.

"STOP." Levy felt her body move with the word, spelling it out with her hands. Her desperate need to make the word real awoke her soul. Her wings spread open, with the individual words glowing brightly; Levy felt her veins hum with power, her magic left her fingertips as the word she spoke aloud become solid object flying toward at Jet. The minute it made contact the man was frozen unable to unleash his next attack. The effect didn't last long as Levy stumbled under the exertion of the spell but it had done the job and stopped the fighting. Three pairs of stunned eyes gawped at the newest winged's display of magic. Smiling lightly and breathing heavy Levy tried to speak again. "It's Alr…"

"What's this? You being picked on?" A crackle filled the air as Jet and Droy rushed to Levy's side to support her Gajeel stumbled to his feet battered and bruised. He turned to see a large man dressed quite outrageously with pale gold wings move towards them. To the untrained eye they appeared draconic but lacked the characteristic talon/spikes which the other dragon-like members had and they were not shaped the exact same either, arcing more than the signature straight and broad wingspan of the others.

Laxus looked with disgusted at the scene before him, what a pathetic attack to stop the fight. But the fight it's self was more disgraceful, the Iron Dragon being beaten down by two weaklings. Make no mistake Laxus held no love for the metal bastard and had actually been itching to take him on himself. Oh, he had heard the rumours of the guy who almost destroyed Fairy Tail coming to join; redeem himself they said. Pitiful. Kicking Gajeel back down and hearing a slightly pained breath did nothing to make him feel better. Lightning crackled around his body as he summoned a bolt through Gajeel watching the man writhe as his body conducted the electricity.

The trio stood afraid of the sight before them, getting revenge was one thing, but this looked like sadistic torture. Levy found her breath one for time and cried for this stupid affair to stop. "Please leave him alone!" She stood shaking as Jet and Droy hung their heads ashamed for their previous actions now it was clear Gajeel didn't retaliate on purpose. She would deal with their guilt later right now she had to stop this man hurting Gajeel. What should have been relief, as the electricity left Gajeel motionless on the ground, turned to panic when Laxus turned his focus to Levy.

"You're not even in this guild! You want to tell **_ME_** to leave this pathetic demon alone!" The grin on this man face unnerved everyone as he pointed a finger directly at the bluenette. "I won't be spoken to by weaklings like you!" The bolt was released before the sentence was finished aiming straight for Levy; she had no time to try and summon whatever magic she had displayed before and Jet and Droy stood helplessly at her sides. Once again time slowed down as she considered she may die for good this time – as she moved to pathetically block the attack she saw a shadow cast over her eyes. Gajeel stood, barely, catching the attack on his chest. Levy stood dumbfounded as the man in front of her saved her life again, his red eyes caught hers over his shoulder as he made sure this time she was fine.

Looking back to Laxus, Gajeel tried to keep his body upright. "We done here?" He asked with a surprising sturdiness to his voice. Waiting for no reply he put one foot in front of the other and swayed as he left the clearing. Deciding he just needed somewhere quiet to sleep off the beating he just took.

Levy watched in awe as he walked away, faintly she heard wing beats as Laxus now bored with toying with them moved onto the guild. Jet and Droy looked lost in thought.

"He protected her..."

"Levy…"

Levy didn't care what they had to say, Gajeel wasn't avoiding her anymore. Speedy little legs took off after the man as she left behind the two winged to berate themselves.

Gajeel collapsed under a tree in a nearby field; body aching and slightly bleeding, he knew he needed to patch himself up, but lacked the energy to even look at where to begin. He deserved this anyway those two lapdogs had quickly made that clear - naming themselves levy's protectors and that he had to pay for what he did. Gajeel grunted to no-one in particular 'wonder if they would have kept her safe from the Element 4?' the question wasn't even worth debating; they didn't even try and protect Levy from Laxus. Speaking of which that was his first interaction with a lightning-winged, seemed the rumours about his brutish nature were true – heck he might even be close to the level Gajeel was at.

The guilt came back – he'd been flying from it for the last few days, destroying dark guilds and hunting demons to make himself feel better and to settle his debt with karma. No matter what he did the feeling wouldn't leave him, even letting those bastards wail on him hadn't helped. Faint footsteps caught his ears and he opened his eyes to see the cause of all of the guilt kneeling nearby looking stupidly worried. This woman was going to kill him.

Wordlessly Levy took her headband out of her blue locks and began to wipe down Gajeel's bleeding wounds; she was surprised may of them had already begun to scab which lead her to wonder if it was a part of his dragon-like appearance. She wanted to say a million things to him get the answers she wanted, but seeing the state of hurt he was in promptly caused the questions to be tucked in the back of her brain.

"Thank you, for saving me again" She finally said looking up to see his red eyes watching her intently.

A grunted response came after an awkward pause, he spoke no words just a raspy 'uh huh', his eyes showed her the guilt he was feeling. Again the sound of breathing filled the space between them. Gajeel hated conversation but this silence was torture "Look shrimp, about that night…" What was he even going to say? Sorry I killed you?

"It was an accident I know. You told me to run and I didn't." The statement caught him off guard, unsure if he should add anything or let the facts stay as they were. When it was clear Levy wasn't going to push for more, he let the subject drop.

"Thanks for patching me up" Gajeel forced himself to stand, his joints seizing as he leant against the tree. Instantly Levy tried to support him and while he wanted to shrug her away it was damn clear he wasn't going anywhere without help.

"I'll get you back to the guild, maybe Lilly or Mira can help?" Gajeel again grunted wordlessly in response, resting his arm over the tiny bookworm the pair awkwardly limped back towards the guild.


	13. Chapter 13

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 13**

It wasn't too long before Lilly had met them partway to the guild. After a brief explanation about how Jet and Droy had come into the guild hall explaining the whole interaction to its curious audience; Lilly relieved the young woman of Gajeel's weight and flew him to their home. Not before thanking Levy for her kindness to his best friend of course.

Gajeel remained silent throughout the interaction allowing Lilly to carry him home on his back. The lack of conversation gave the opportunity for his internal demons to become known, some of them demanded revenge from Levy's newly appointed lap dogs and the lightning bastard. Others thirsted for Levy herself and the soul they could have claimed that dark night. Like every time before Gajeel silenced their howls with a dragon's roar, filled with guilt of what he had done and the promise to right what was wrong. The internal struggle continued as the iron dragon knew it wouldn't be last time he would have to fight the demonic side of him. A heavy breath emptied from his lungs, loud enough for Lilly to pick up on with near immediate understanding.

Landing in the opening of the cave, Lilly allowed Gajeel to hobble unaided to his bed – attempting to hold onto any masculine pride after having the shit kicked out of him and having to be carried home. While he wanted to probe the situations, figure out what was going on in his best friends head; Lilly knew that once again this was not a time to spark conversation. All questions would be shot down by growls or fast one-word replies if he was lucky.

"You did the right thing." The words weren't a comfort, they were a fact. One Lilly knew Gajeel needed to hear while he healed.

The only reply he got was the uneven snores an hour later when Gajeel finally gave into sleep. Taking this as his opportunity; Lilly promptly checked him over for any serious damage, the many cuts and bruises had already begun to heal well with only one or two needing further treatment. The Exceed was concerned about internal damage, taking several lightning bolts with no defence was definitely a concern. Content with his continuous breathing and uninterrupted heartbeat, Lilly let his concerns die and let the dragon sleep.

Levy had watched as the pair flew away from where she was standing before she let herself collapse to her knees. She came to the conclusion that the emotional war within her had left her completely exhausted. A soft hand grasped her shoulder and Levy saw Lucy smiling down at her with Natsu grinning wildly and Erza close behind her also smiling. The four made their way back to the guild where a distressed Jet and Droy tried to profess their apologies only to be threatened by Lucy to give Levy some space unless they wanted a taste of her celestial magic.

At the mention of magic Natsu made his voice known, "So what magic do you have Levy?" The innocence of the question completely caught Levy off guard as she realised she had used magic during the fight before. Clearly, Jet and Droy must have told them about her little spell when they recalled the events that had just happened. Lucy and Erza looked thrilled and soon the whole guild was toasting to her newly discovered power before she had even answered Natsu's question!

"I, er, I don't know what type of magic actually. I just spoke a word and wrote it in the air, next thing I knew the word was there in front of me." Levy paused trying to think about how she has brought the word out, she remembered a strong desire for Jet to stop attacking, to stop hurting Gajeel as she screamed.

During her free hours, Levy had been trying to read about the spirit world, this included the different types of magic used by the winged. Unfortunately, Levy had only touched upon a few types, 'reequip magic' and the various 'make' magic's were as far as she had gotten and she was certain it wasn't either of them. "The word was 'stop' and it made Jet freeze." She looked up at the surrounding guild hoping for an answer to her riddle.

"Script Magic" A formal and serious voice spoke. Standing from his table Freed gracefully walked to Levy's table and regarded her with an impartial stare. "You are a solid script mage, able to bring words to life and impart their effects on the world. For example, the word 'stop' stopped Jet from what he was about to do." Without another word the green haired gentleman nodded slightly towards Mira and made his exit, walking outside the guild before furling his dark purple runic wings and flying out of sight.

"Who was that?" Levy asked no-one in particular, fortunately, Mira responded

"That's Freed, he's a talented script mage who uses runes. He is a part of Laxus' team, the one who…" Her pale hand clenched painfully, her nails digging into her palm as Mira thought of the horrible things Laxus did to Gajeel. Breathing deeply she let the thought go and turned to Levy again. "I'm sure the library has plenty of books on script magic that you can use" She smiled softly as the bluenette's eyes sparkled; the idea of days in the library to learn her magic sounding much more present than slogging it out in a training arena like she had seen others do.

Levy wanted to begin immediately eager to learn her own magic, but her body still weak from releasing magic for the first time didn't respond to her desire to stand. The motion caused several giggles at her expense as other winged remembered their first times flying/using magic it was the most draining time of any winged's life. Levy was definitely going to have to take it easy.

"Why don't you stay at mine tonight? I can grab a few books and we can take a look! It'll be a girl's night!" Lucy happily suggested the minute a girl's night was suggested every busty lady in the place began twittering merrily plotting and planning their own nights. It was mere seconds before Erza, Cana, Wendy and Juvia had all invited themselves over to Lucy's as well.

So that evening six pyjama clad women sat in Lucy's living room giggling and chatting about everything that came to mind. Despite her slight nervousness about being surrounded by powerful magical winged who she had only known a few days, Levy felt like she had done this a million times, knowing these people for years.

"So how's Natsu, Lucy" Cana slurred suggestively wiggling her eyebrows.

Lucy tried to resist falling for Cana's obvious trap, but her face flushed a slight pink as she avoided answering. The reaction was more than enough for Cana to laugh and press further.

"Is he still wriggling his way into your bed? Honestly, I don't know why you don't just let him; not every day you get to bed a drag-" Cana's teasing was cut short by a pillow hitting her square in the face; Lucy huffed in annoyance.

"Natsu and I are just friends, Cana! Honestly…" Laughter erupted around the room as the group poked fun at Lucy and her 'friend'.

"Surely Juvia's and Gray's relationship is more interesting!" Lucy said desperately to remove the attention from herself.

"Lucy-sama is interested in Gray-sama! Love Rival!" Juvia's anger was rising quickly and soon it was Lucy running for fear of being attacked by a pillow-wielding Juvia.

Things quickly got out of hand as Erza joined the fray with the determination of an Amazonian warrior, quickly disposing of all the other members of the conversation – willing or otherwise. Once all the girls (par Erza and, somehow, Cana) lay mostly bruised on Lucy's blanketed floor, Levy decided to broach a topic that had been on her mind for a while now.

"Can I ask a question about Gajeel?" Levy ventured unsure about whether or not her question would be welcome by the group of women around her.

Mira tried to control the glint in her eyes, clearly remembering the information that had been divined from Cana. A sidewise glance towards the butterfly winged drunk showed that she too had invested an interest in what Levy had to say about the iron dragon.

When no vocal refusal came, Levy continued, "Why does he have similar wings to Natsu and Wendy? From what I've seen you all have very different wing types but you three," Levy gestured towards the other blue-haired girl in the room, "have very similar wing types."

Mira and Cana simultaneously deflated; upset that this was not the girly gossip type question they were hoping for. Fortunately, Wendy was more than happy to answer Levy's question while the two women quietly schemed between themselves.

"That's because we are Dragon Slayers, we were all raised by dragons and have draconic souls." The sweet smile on the younger woman's face invited Levy to ask a few more questions.

"The wings are a reflection of our soul's right? So why are the dragon soul's different colours?"

"Because we each have a different element, Gajeel is Iron, Natsu is fire and I'm the sky!" As if by demonstration a gentle wind formed in the bedroom ruffling the hair of everyone before dying off.

"Is that related to your lives in the mortal world?" Levy ventured.

Suddenly the room became very sombre as every pair of eyes focused on the floor; with no-one offering any kind of answer to Levy's question. Levy quickly realised that everyone in this room had died, lost their loved ones and their lives just like she had – suddenly she too, felt the pain of dying all over again recalling that day when Gajeel had brought her to the Fairy Tail infirmary.

Despite the clear tension Wendy quietly answered Levy's question "Actually the dragon slayers were born in the magic world; I was raised by Grandeeney the sky dragon from birth, until she…" Mira quietly put an arm around Wendy as she took a deep breath and finished her sentence. "Until she disappeared one day, along with Gajeel's and Natsu's dragons – We are still trying to find them…"

Levy felt awful for bringing up a clearly distressing topic and reach to comfort the young dragon as well "I'm sure you'll find them one day" She said with a soft smile which was returned with Wendy's own. For a few more moments the group sat in quiet thought about their past lives and the family they had lost – the company they had now reminding them that they were not alone in this world.

"Enough with the self-pity! Let's get back to business! You seem very interested in our metal man, eh Levy?" Cana spontaneously announced and was met by a collection of groans as the atmosphere lightened and they talked into the night.


	14. Chapter 14

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

This was one of two scenes that inspired this whole story, and it was inspired by How to Train Your Dragon and the songs 'Where No-one Goes' by Jonsi and 'Into a Fantasy' by Alexander Rybak

I have also adapted my Tumblr account and will be posting these chapters there as well under the #WingedAU

* * *

 **Chapter 14**

Levy stumbled and fell forward again, barely catching herself before hitting the ground. Nearby she heard the concerned shouts of Jet and Droy and a manic laughter of Natsu as he chased Gray through the sky. Yes, today the guild had decided to teach Levy to fly. And it was going about as well as she had expected. All morning she had been following the various teaching methods of the many guild members as they tried to gently (or not so gently) launch her into the sky. Apparently after a winged had shown they could use magic they would be ready to fly. Levy disagreed heavily. Repeatedly she had fallen after barely getting a foot off the ground her wings refusing to compromise or listen to her demands that they move in the way she was being shown.

Levy sat on the ground defeated as Droy tried to rouse her with cheers of encouragement, "You did really well! Maybe you just need some food?" Like a flash Jet was next to Levy with a sandwich and some lemonade, grinning like he won first place in a race. Droy looked rather dejected and decided to make Jet know that food was his idea! Lacking the energy to break up another one of their spats, Levy dove into the lemonade enjoying the cool sourness on a hot day.

During her rest, Levy tried to formulate her escape before someone attempted yet _another_ flying lesson. Maybe she could use her magic and escape in a puff of smoke? Testing her abilities she whispered the word smoke and used her finger to spell it in the air. After a minute it was clear nothing had happened and she sighed heavily 'something else to add to the list of things I cannot do' she thought rather depressingly.

Gajeel sat on a nearby tree branch, with one leg dangling off the edge and his back resting against its strong trunk. Eye's closed and enjoying the day in the comfortable shade, Gajeel kept his ears trained on the hilarity going on beneath him. He sniggered as Levy repeatedly tried to get airborne and use her magic to escape her gruelling teachers; this was never going to work. Magic was an instinct all winged had not something that could be taught. She had stopped Jet before because she felt she had to, without that strong will to do something she wouldn't be able to call it forth when she wanted to. Same with flying, she needed a situation where she needed...

Gajeel's ruby eyes snapped open and a sinister grin grew on his face as his absent thoughts became a rather effective plan to get Levy in the air. Sure to some people it may be harsh, but it was guaranteed to work! Standing on the tree branch Gajeel blended into the shade the canopy above provided he waited for his opportune moment. Sure enough, as the two cheerleaders ran to help their reluctant leader stand, they had stepped back just enough to give Gajeel a clear shot at the bookworm. Shooting forward, the branch he had been standing on nearly broken from the power, Gajeel grabbed Levy from literally under their noses and took to the sky without ever touching the ground. The sound of Gajeel's laughter mixed in with Levy's surprised scream was the only trace that either of them had been in the field.

Jet braced his wings ready to follow only to be stopped by Natsu who was also laughing wildly. "Let him try and get her flying, never know ol' iron butt might have a good idea!" The fire dragon's cheery demeanour did nothing to calm the panic within Jet about leaving Levy alone with Gajeel for any amount of time – even if he had protected her from Laxus. However when Natsu dragged him away from where he was standing with the desire to brawl, he tried to trust that she would be fine; after all, he needed to worry about **himself** right now.

Levy's panic lasted only a few moments when she realised who had grabbed her, fear quickly turned to anger as she listened him laugh uncontrollably at her terror. Not thinking clearly, she tried to struggle out of his grip as he sped across the sky unaware he was the only thing right now, keeping her _in the sky_. It was no use, either way, the man's grip was ironically iron tight. Sensing her clear distress Gajeel merely laughed again and slowed his wing beats as he reached the human city.

Gajeel dropped Levy on top of a huge skyscraper in a nearby city. Levy stumbled barely landing on her feet, the footing was so narrow one false move and she would become a blue pancake on the pavement below. "Gajeel! Y-You asshole! What are you doing!?" Levy rarely cursed aloud but she felt circumstances justified it here.

Said asshole, landed much more gracefully on the roof leaving even less room for standing. "Alright shrimp, time for a _real_ flying lesson." Now there was a set of words that scared Levy without a doubt.

Gajeel blatantly ignorant to the terror she was feeling continued. "All you gotta do is jump off this building – instinct will do the rest. Like riding a bike! Kind of..." Gajeel looked perplexed at his own comparison, while Levy searched for a ladder, rope or glider anything to get her down from here without the use of her wings.

But Gajeel was having none of it quickly blocking her path with a muscled arm "Oh no you don't short stuff you're doing this now – even if we stay here all night" Truth be told Gajeel wouldn't nearly be that patient. There was always Plan B if she didn't start flying before his patience ran out.

"Gajeel. While I appreciate the help, I am clearly not ready to fly!" Levy tried to plead with the man, hoping her words would sway the kind man that she knew must be under there somewhere. The one, who had defended her from demons, took her flying _and_ saved her from Laxus' attack.

"You're a winged now Levy, flying is lesson 101, besides your putting yourself at risk, if you can't fly you can't use magic and if you can't do that you can't protect yourself – someone isn't always going to be there to save yer ass you know." His words were harsh but true, their guildmates would do all they could to protect one another but she would quickly become a burden on everyone if she didn't buck up and join the fray.

Still, Levy protested "But what if I can't fly!?"

Gajeel wanted to roar with laughter, can't fly she said – this woman had wit and intelligence beyond compare, yet nothing in terms of self-confidence. Well, it was time to fix that, actions speak louder than words they say and Gajeel is definitely a man of action.

"Do ya trust me?" Gajeel extended a rough hand out to Levy, a rare show of compassion and an even rarer invitation to the dragon's personal space. Levy wordlessly took his hand, tiny fingers held to his palm looking for the reassurance he was trying to give. They stood side by side on the ledge of the building nothing but the open sky above them but all Levy could focus on was the unforgiving earth below, threatening her with a second untimely demise.

"Oi don't look down. Keep your head high and close your eyes." His voice was soft but commanding, and while Levy wanted to argue; she _was_ caught between the unforgiving ground and an unrelenting Gajeel who softly squeezed her hand. She breathed deeply calming her heart and did as he said, he felt her move his hand away from hers so she stood independently, but he was still nearby.

"Gajeel I'm still not…" A small voice began…

"Just do what I say a'ight?" Gajeel cut her off before she could protest again.

"Feel your wings on yer back, feel the magic in them and in your veins." He stood firm overseeing Levy as she tested her wings, the overlapping pages quietly ruffled as they moved. She felt the magic humming in her veins as she focused, begging to be released with her wings, dying to fly. It was almost like they were alive, a separate entity from herself but still apart of her. Levy steadily grew excited, the whispers from her wings pushing her further and further; but the moment she felt ready to try, the sight of the ground threw away her confidence and she would falter, clinging to the wall for safety.

Gajeel's patience grew thin as he watched her nearing the edge and almost going for it, only to take a step back. After several repeating motions, he had finally had enough. Letting go of her hand he put his hand on her lower back, he briefly considered if what he was doing would be inappropriate but then decided he didn't really care.

Levy froze at the motion, unsure what he was doing and even less sure if she should stop him. He gently pulled her closer to his side; hot breath reached her ear as she heard his signature 'Gihi' laugh followed by a single word.

"Sorry."

With that she felt the pressure on her back increase and her body tip forward – in the heat of the moment it took a while for Levy to notice – the bastard pushed her off the building!

A scream escaped her lips as Levy's body hurtled to the ground face first, the wind roared in her ears as she flailed her limbs looking for any kind of purchase; **something** that would halt her fall. Her mind raced trying to figure out how to fly, trying to make her wings move as she wanted them to but to no avail. The ground was racing towards her, Levy's mind went blank as she waited for impact – the magic in her body quietly began to hum within her. Just as Gajeel said, her natural instinct finally kicked in and her papery wings snapped open and halted her decent. The feeling of lightness accompanied her body as her wings caught the air, without a second thought she pushed her wings downwards. With a single powerful flap and she had control – no longer nose-diving but soaring higher and higher, wing beats in symphony with her racing heart. As she reached the top of the building once again Levy gracefully twisted, steadily wing beats kept her hovering eye-level with a smug-ass dragon slayer who was about to get a piece of her mind!

"Gajeel! What the hell is wrong with you!? I could have died! Of all the irresponsible, pig-headed brutish things you could have done! I swear when I get my hands on you-"Levy's rant died on her lips as he watched the man before her roar with laughter, he was practically bent over in tears the bastard!

Finally regaining some semblance of composure he said "Looks like I was right eh shrimp?" The smirk on his face might have been considered sexy if she wasn't so pissed off.

Levy refused to acknowledge any semblance that Gajeel might be right about her or about her ability to fly. Saying that she was flying just like he said, deny all she might she was proud of herself and somewhat thankful that he had pushed her. That didn't mean he was going to get away with it though!

"You wanna punish me?" A sadistic grin grew on his face, sharp teeth smirking playfully. Levy felt her cheeks heat up at his suggestive wording and the way he casually eyed her up as his spoke.

"Better come and catch me then shrimp!" And he was off, launching off the building and straight past Levy into the horizon.

"Oh no, you don't! Face me like a man Gajeel!" She forced herself after him, homing on his dark form in the distance. Surprisingly it didn't take long before he was in arms reach, Levy went to grab him only for him to dive out of the way, looping under her he was now flying above the smaller woman; he roughed up her hair before speeding off yet again. The force of his wing beat through Levy off balance as she growled at the man.

Their game of cat and mouse continued for hours, the desire for revenge slowly becoming one of friendly play. Gajeel was greatly enjoying tormenting the small bluenette, staying just in reach for her to try and grab him before acrobatically avoiding her at the last minute. As he broke through the cloud cover, he heard Levy gasp and halt completely in her pursuit. In a brief panic, Gajeel turned to see large brown eyes in awe of the sight in front of her.

The sun casts orange and yellow into the blue sky forming purple streaks across cream coloured clouds. It was a masterpiece, a symphony of colour that no picture, no words would ever do justice to try and describe. Even Gajeel couldn't help but be enamoured by the sight alongside the newly flying winged, more so due to her own reaction to it. The two winged slowed their flight along the clouds quietly enjoying the sights, everything else forgotten – it was just them owning the sky before them.

Levy put her hands into clouds feeling the cool water vapour condense on her skin. Suddenly she knew what Gajeel meant by flying was 'alright'; it was definitely something he couldn't explain, even flying on his back was nothing compared to the way she felt now. She was alive with magic, it sparked invisibly on her fingertips like it had during the fight with Laxus. Testing herself she tried the word smoke again from her previous attempt at escaping, sure enough, a tiny smoke word formed and rapidly dispersed. Levy grinned wildly and quickly checked Gajeel hadn't seen; sure enough he was lazily flying nearby not really focusing and enjoying the sky.

Time for payback.

Levy gracefully flew above Gajeel, as predicted he turned upwards to face her flying parallel to her. Levy smiled sweetly and released her magic dropping the word 'iron' on the unsuspecting dragon slayer's stomach.

Levy now roared with laughter as Gajeel fell through the cloud cover, after several minutes however they become nervous giggles as she couldn't see him coming back up. She peered down the hole in the clouds to see if she could spot him and began to panic – surely that hadn't been enough to knock him out of the sky!

A loud cough behind her startled Levy as she momentarily lost control, fortunately, her now experienced wings caught her again and she span round to see Gajeel holding the iron word in one hand with an amused grin on his face. Levy became increasing nervous realising that getting revenge was probably not her best idea.

Gajeel took a huge bite out of the word and finished it off with another, Levy stared completely dumbfounded as she watched the dragon winged eat metal. "Wh-what?!" She exclaimed in disbelief.

"Thanks for the meal, shrimp" Gajeel winked at her and began laughing as she continued to stare like Happy when you held a fish in front of him. Taking advantage of her stupor he closed the space between them and gently placed his hands on her upper arms. "You really shouldn't challenge a dragon," He said closing his wings against his back, his weight dragged the pair downwards through the clouds towards the ground.

Instead of the scream he expected, Gajeel heard Levy laughing joyfully. The sound was contagious and soon enough he was laughing too! Letting go of her arms the pair nosedived like synchronised swimmers towards the ground. Soon a river came into view and became too close for comfort; they simultaneously snapped their wings open and skimmed across the water surface following the twists and turns at incredible speeds due to the momentum from falling.

Watching them was like watching a waltz, they twisted and turned in harmony never touching but always close grinning like it was the only thing they knew how to do. The tips of their wings broke the water surface, a trail of ripples the only proof they had even been here. Gajeel boldly barrel-rolled in front of Levy as the river dropped into a waterfall, following it down she followed without hesitance as they once again dived towards the lake below them.

Gajeel snapped his wings open once again and halted himself on the water's surface and looked up to see Levy smirking wickedly. Instead of doing the same to meet him on the water surface, she barrelled straight into him knocking both of them into the water.

The water was freezing on their hot bodies (flying was hard exercise!) and the quickly crawled out onto the bank. Heavy breaths were interrupted with laughter as they both struggled to contain the euphoria in their bodies.

Happily, they lay on their backs recovering for some time before Levy just had to ask "How did you eat the metal?" She didn't bother looking at him, remaining lay down staring at the slowly darkening sky.

"Dragon thing" He replied easily, however soon he realised that wouldn't be nearly enough information to satisfy the shrimp so he added "Dragon's and Dragon slayers have an element they associate with, one of the perks is being able to eat it"

"Does it taste good?" She probed further, hoping Gajeel would provide the answers to her questions

"Yea if the quality is good, that iron you made was the pure stuff. Might have to make you my supplier Gihihi" Gajeel entertained the thought of an unlimited supply of tasty iron courtesy of the bookworm; it could be payment for the flying lesson!

Soon the night air began to set in and Levy began to shiver against the cold.

Gajeel noticed immediately and stood up first cracking his legs as he went, "C'mon shrimp I'll take you home". Wordlessly Levy got her feet and the pair took off once again at a much tamer pace towards the guild. It only took them a few minutes to land outside of Fairy Hills. Gajeel grunted, satisfied he had taken Levy home and turned to fly to his own home when something caught his sleeve.

"Gajeel, Thank you." Levy smiled sincerely at his shocked face and threw her arms round his neck in a quick hug before running into the apartment block.

Gajeel stared at her back as she retreated before laughing once again. He loved it when he was right.


	15. Chapter 15

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

* * *

 **Chapter 15**

Levy awoke the next morning feeling like a breeze on a warm spring morning, never had she slept so soundly with wondrous dreams to entertain her throughout the night. As the warm sun peeked through her curtains Levy happily sat up and stretched her arms, her wings following suit stretching backwards. Almost immediately afterwards, she was up out of bed dancing around her empty room. Prancing past a small stack of books (kindly donated by Lucy) ignoring them completely. Today was a rare day where reading held no interest to Levy (least not yet!) instead she was eager to get to the guild and show off (just a little) her new skill.

In minutes she was dressed and breaking out into the open air; she couldn't resist doing a little twirl as she skipped down the path. The day was perfect; birds were singing and not a cloud in the sky. The gentle wind caused the trees and grass to dance while flowers bloomed, exploding in multitudes of colour. It was the definition of a fairy tale happy ending.

The bluenette breathed the fresh air and braced her feet against the ground, pushing off, her wings immediately kicked in carrying her upwards into the air. Higher and higher she climbed grinning from head to toe, the doubt from yesterday was a distant memory. Today she could do anything she put her mind to.

When she was high above the tree's she angled her body towards the guild and allowed herself to gradually glide down towards the building. The pages of her wings fluttered as the winds rushed past them, never once did they threaten to blow away, to be scattered into the horizon. Every one of them was a part of her very being; to lose one would be losing part of her soul. As the ground began to closer Levy managed to get her body angled so her feet hit the ground first. After a brief moment of victory, Levy quickly realised she had been going way too fast. She tripped over her own two feet and flipped, landing square on her backside in the dust right in front of the guild.

Coughing hard in a daze Levy blinked confused at the doors in front of her. For several minutes Levy just sat there completely pulled out of the daydream of a morning she had been in. Finally, she began to stand up dusting herself off and trying to ignore the pain in her back.

"LEVYYYYYY!" The screeching of her name drew her attention to two winged running full speed (one significantly faster than the other) towards her. Soon enough three of them lay in a heap on the floor as Jet and Droy tackled her back down to the ground. Levy couldn't help but laugh at the two men who were clearly traumatised at her rapid disappearance yesterday; it felt nice to be cared about.

Once the giggles had subsided, Levy answered the myriad of 'are you ok?' and 'what happened yesterday?' with sweet smiles and 'I'm fine'. By the sceptical looks on their faces, Levy knew she needed to provide a better story to ease their worries. Dusting herself off Levy stood and flapped her wings lifting her just slightly off the ground and hovered there for a minute before dropping back down, landing much more gracefully than her crash landing from before.

Jet and Droy instantly began praising the woman at her display of flight, "Levy that's amazing" Droy exclaimed.

"We knew you could do it!" Jet followed, both of them cheering with slight rivalry, trying to be louder than the other and to be acknowledged by Levy first.

Levy, on the other hand, felt slightly uncomfortable at the praise she was receiving and tried to redirect the attention "Yeah, Gajeel really helped me find my wings" Levy smiled fondly at the memory of the previous night, casually forgetting the part where he had pushed her off a building (Levy made the wise decision not to tell Jet and Droy **that** ). Despite not knowing the darker details, the pair still frowned at the sound of the iron dragon slayers name, it left a sour taste in both of their mouths that he had succeeded where they had failed and had gained some favour from Levy.

Together the trio entered the guild hall to find few members had turned up so early in the day, the few that were here were scattered about the great hall. Levy spied a hung over Cana snoozing on top of a large barrel and Mira twirling around the bar getting ready to serve the many members that were no doubt on their way. Moving to grab a nearby booth the three winged made themselves comfy and began idly chatting about this and that as more and more members joined the room. By mid-afternoon, the more rowdy members had made themselves known and at least three fights had been started and promptly resolved (namely by Erza).

Jet felt twitchy his feet constantly moving on the spot and his wings shuffling opening and closing in impatience. Droy picked up on his friend's behaviour as he spoke to Levy about a new book on botany he had found in a bookstore nearby. He was just about to offer to take her there this afternoon when Jet's fidgeting became too much for him to handle.

"We should go on a job!" It sounded more like a demand than a suggestion with the force Jet put behind it.

Droy sighed, trying to not seem disappointed he wouldn't be going with Levy this afternoon after all. Jet was his best friend and he knew the falcon-winged wouldn't sit still for long. In fact, he hadn't even waited for Droy's reply and had run over to the job board, swiping the first poster that looked appealing and re-joined the table in a few blinks on the eye. Scanning the job description it seemed easy enough, a leprechaun had lost his pot of gold (again.) and needed someone to go out and find the thieves (likely the local pixies, again.). The job would take them less than a few hours if they left soon they'd be back before nightfall.

"Sure, let's go tell Mira and get going!" The plant winged announced before Jet was off once again, eager to get going.

Droy turned to Levy who had quickly delved into a book the moment the two men had mentioned going on a job. "Maybe you could come with us?" A pair of spectacled eyes peered over the rim of the pages, a clear question of 'really?' was painted all over them. He replied with a winning smile, the pair joined Jet at the bar with Mira just as she signed off the job.

"Hey Mira, Levy's coming with us too!"

Mira gave a sad smile, "I'm afraid she can't, she's not a member of our guild yet…" The barmaid's gaze moves upwards towards the master's office. "The master left for a council meeting as well so he can't initiate her until he's back. I'm sorry Levy," Mira turned back to the trio as she apologised. Fortunately, Levy was a very understanding person happily reassuring them all that it was ok and she wanted to finish her book anyway. She wished her two friends the best of luck and returned to the table she had occupied since coming to the hall.

In truth Levy was somewhat relieved to not be going, she had only just learnt to fly and hadn't really tested her magical abilities past the two words she had managed to conjure. What if she couldn't help? Or someone got hurt because of her? Better not to try taking on jobs until she could at least defend herself properly – she had seen what demons could do and this world was filled with other mythical creatures which could be equally dangerous!

Speaking of magic, Levy turned back to her book 'The Fundamentals of Script Magic', turns out the guild hall library had a huge array of books explaining the basics of nearly all types of magic. It had taken no time to find one related to script magic and during the day Levy had already read about a third of the thick tome.

Settling back into her seat, the book positioned perfectly against the table edge Levy began to read again. She had quickly developed the skill of blocking out any and all distractions once an open book was presented to her; a skill that was most definitely needed in this guild. However, that did not mean she was ignorant to her surroundings (at least not all the time). Tiny ears soon picked up on a conversation which delighted the bookworm.

"Aw, cmon Luce! I want to know what you've written!"

"Natsu, no! It's not finished yet!"

"I saw my name though, you're writing about me!"

"It's not about you-"

The conversation was promptly cut short by Natsu diving at Lucy in an attempt to get the pile of paper out her grip. The two winged tumbled across the floor with Natsu finally sitting on top of Lucy's back effectively pinning her down while he skimmed the pages as fast as he could before the blond broke free.

"Hey, Grey's in here too! And happy, and Erza!" The announcement of their names drew a small crowd round Natsu as he struggled to keep his balance and read out people's names. Finally, Lucy managed to roll over, knocking Natsu backwards causing him to drop the paper he was reading. Lucy dove for her precious novel draft and flew across the hall landing next to Levy's table. Hiding under the table top Lucy scanned the pages for any damage Natsu may have caused a breathed a sigh of relief when she saw no scorch marks or rips in the paper. Peeking out from her hiding place Lucy saw that the group had quickly lost interest in her, deciding instead to bet on the ongoing brawl between Grey and Natsu instead (Grey had made a sarcastic comment after Lucy knocked Natsu down – chaos quickly ensued). Breathing another sigh of relief Lucy noted Levy looking at her with a gleam in her eyes that sparkled with excitement.

"Oh, hi Levy," Lucy cheerfully said trying to ignore the fact Levy's focus was solely on what she was holding behind her back.

"Writing something Lu-Chan?" The bluenette innocently asked trying to not-so-subtly peer around the blonde to what she was hiding.

"What me? No, no, this is- err- I mean, I was just-" Lucy looked for any way out of this conversation but if she went back toward her team they would try and read it again and she couldn't go home, Natsu would just break in and steal it again. Deciding that Levy was the lesser of the evils Lucy sighed heavily and sat across from the fledgeling script winged. "It's my novel; I started it when I was in the mortal realm."

Levy visibly softened, "What's it about?"

"It was about a young girl going on a fantasy adventure, but compared to this," Lucy gestured to the room and to the dozens of winged flying and practising magic. "It seemed pretty bland. So I changed it to be about my adventures in Fairy Tail! The main character was already kind of based on me, it wasn't hard…" Lucy let her voice drift off, what if Levy though it was a stupid plot?

"Can I read it?" Levy asked in the most polite and innocent tone she could muster. Clearly, this was a very personal project for Lucy. It tied her back to her human life and was the history of everything she had done since becoming winged; from what Natsu had said earlier it clearly had the guild members as characters too. No wonder she didn't want them to read it yet.

Lucy took a moment, she wanted to say no but Levy was pulling quiet possibly the best puppy dog eyes she had ever seen. Levy didn't seem the type to make fun of her; in fact, she could probably give her some good advice. Still… "I don't know…"

Levy clapped her hands together folding her fingers over in prayer before begging "Please Lu-Chan!" The puppy dog eyes were now even bigger than before and Lucy had no choice but to accept.

"Ok, ok but not here! You can come round and read it," Lucy bartered

"Can we fly over now?" Levy immediately asked, her previous book lay forgotten, she was too eager to learn about Lucy's adventures.

"Yea sure we can-" Lucy paused considering her friend's words, "wait you learnt to fly?"

"Yes, Gajeel taught me yesterday." The bluenette answered immediately neglecting to see the mischievous glint in Lucy's eyes.

Lucy quickly took advantage of the situation, "New deal. You can read my novel; **if** you tell me all about yesterday!" Lucy restrained the squeal in her voice. It was common gossip in the guild now that Cana had divined some kind of relationship between the two, only Mira seemed one hundred percent on board with the idea, the rest of the female guild members just couldn't see it. This was the perfect opportunity to see what was going on!

"Deal!" Levy agreed with no hesitation, after all, what was there to tell? Gajeel had taught her to fly and they had had a fun time doing so. And now she got to read Lucy's novel!

The pair wasted no time packing up Levy's things and flying out of the guild hall, they had so much to talk about.


	16. Chapter 16

I own nothing, feedback is appreciated, enjoy!

Thank you for reading/reviewing/favourite/following!

I'm so so so sorry this took so long and that it is so short, I've just finished exams and when I came back to write I've had terrible writer's block.

I hope this will show I'm still here, still writing and the next chapter should be along faster than this one was!

* * *

 **Chapter 16**

Dark mist faded into the cracks of the stone prison leaving the unfortunate winged, a hollow husk as its life faded into oblivion. With a loud angry sigh, Jose spun his cape flaring dramatically as he left the former man to dissipate into the wind. Another failure, too stupid to solve the secrets of the demon door.

His temper got the better of him as he growled into his castle, the noise bounced off the walls growing more menacing as it faded down the empty corridors. As the demon stormed through his domain, pure malice radiated from the demon. Any unfortunate soul who got too close would run in fear or feel the life draining magic pull at their souls. No, Jose was not in a good mood. The recently deceased winged had been the sixth one who had failed to do as he had demanded. Jose hadn't even bothered to absorb his magical power, allowing it to disappear – what good was his meagre magical power when it couldn't open a simple door.

Finally reaching his private quarters Jose paced the large room, he was running out of time, he needed some to unlock this door. NOW. Oh, how he hungered for its power, lusted for its potential. He would be unstoppable, revered against all those who stood against him. Never would he be questioned, never again by the likes of Makarov….

Another growl escaped him his eyes flashed blood red. Those fairies. Those stupid arrogant fairies. Almost they had destroyed him. Almost taken all he had worked for away. But he was strong, stronger than any of them, he would rebuild his empire and this time he would complete his goal. Revenge would be sweet he would savour every second; each fairy would feel his wrath. Tormented until nothing was left; nothing but the sweet embrace of death that only he could give. Oh and he would give it. A death in the most painful, violent way possible, it would make them wish that never had they cross the mighty Jose!

However, there was someone who would not be blessed with such a kind treatment…

"Gajeel…" A hushed curse filled the room.

The name was acid on his tongue, his most valued, malicious soldier turned against him. Now fighting against the very kind who once called him brother! The rage outgrew the man and a trinket on a grand desk became victim to a rather nasty spell, shattering it into glittering pieces. Oh, a special treatment was required for the iron dragon. Jose would make him watch as his whole world was torn to pieces.

"Lord Jose," a formal voice echoed from beyond the closed door.

Jose paused from his plotting; there would be plenty of time to decide how to make his enemies suffer, right now he had to focus on the door. "Enter." He commanded.

A demon entered with no visible wings and his eyes bandages. Aria.

"What news do you have for me?" Jose's normal purr was harsher clearly still irritated from the prior failures.

"Another winged has been brought to your humble halls, my Lord"

"Do they show potential?"

A quiet silence stilled the room for a few moments as Aria bowed and shook his head,

"Dispose of them." The sentence was decided instantly, Jose would not waste his time with another weak winged.

"My Lord, if I may it would appear the most suitable candidate has already been taken by another."

Ah yes, the blue haired girl that Gajeel had betrayed him for. No doubt she was definitely a fine choice – his spies even spoke of her script magic, the very spells which the door demanded. Getting her, however, would be a great deal harder. He had lost so many demons in their first attempt, and with the whole guild guarding her, it would be a challenge, to say the least.

But what a revenge it could be…

To see the fairies fail to protect one of their own, for Gajeel to see the very thing he betrayed him for being ripped from him. Yes. This might work nicely.

"The Jupiter cannon?"

"Fully functional sir," Aria replied curiously, wondering as to the thoughts gracing Jose's mind.

Jose grinned, a plan was made and soon his would have everything he desired.

"Prepare the guild; we have a fairy to hunt."


End file.
